Panasonic Manufacturing Malaysia Berhad (6100-K)
Annual Report 2013
For the financial year ended 31 March 2013
Photo courtesy of PanaHome Malaysia Sdn Bhd
Contents
2
Corporate Information
3
Chairman’s Statement
5
Increase in Shareholders’ Wealth
6
Corporate Responsibility Report
7
Five-Year Trend
8
Five-Year Financial Summary
9
Financial Highlights
9
Financial Calendar
10
Share Performance
11
Board of Directors
12
Board of Directors’ Profile
17
Statement on Corporate Governance
24
Audit Committee Report
27
Statement on Risk Management and Internal Control
30
Additional Compliance Information
31
Financial Statements
83
List of Properties Owned by the Company
84
Statistics on Shareholdings
86
History of Dividend Payment
87
Notice of 48th Annual General Meeting
88
Notice of Dividend Entitlement
Form of Proxy
2
Panasonic Manufacturing Malaysia Berhad (6100-K)
Corporate Information
Board of Directors
Tan Sri Datuk Asmat bin Kamaludin
(Chairman)
Datuk Supperamaniam a/l Manickam
Yosuke Matsunaga
Masahiko Yamaguchi
(Managing Director)
Toshiro Okamoto
Raja Dato’ Seri Abdul Aziz bin Raja Salim
Takayuki Tadano
Chen Ah Huat
Mikio Matsui
Razman Hafidz bin Abu Zarim
Audit Committee
Company Secretary
Registered Office
Raja Dato’ Seri Abdul Aziz
bin Raja Salim
(Chairman)
(Independent Non-Executive Director)
Leong Oi Wah
(MAICSA 7023802)
Shook Lin & Bok
Ramadass & Associates
No. 3 Jalan Sesiku 15/2
Section 15
Shah Alam Industrial Site
40200 Shah Alam
Selangor Darul Ehsan
Tel : +603 - 5891 5000
Fax : +603 - 5891 5101
Email: ir.pmma@my.panasonic.com
Registrar
Stock Exchange
Symphony Share Registrars Sdn Bhd
Level 6 Symphony House
Block D13 Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor Darul Ehsan
Tel : +603 - 7841 8000
Fax : +603 - 7841 8008
Main Market of Bursa Malaysia
Securities Berhad
Sector
: Consumer Products
Stock Code : PANAMY 3719
Razman Hafidz bin Abu Zarim
(Independent Non-Executive Director)
Datuk Supperamaniam a/l Manickam
(Independent Non-Executive Director)
Remuneration Committee
Raja Dato’ Seri Abdul Aziz
bin Raja Salim
(Chairman)
(Independent Non-Executive Director)
Razman Hafidz bin Abu Zarim
(Independent Non-Executive Director)
Takayuki Tadano
(Executive Director)
Nomination Committee
Raja Dato’ Seri Abdul Aziz
bin Raja Salim
(Chairman)
(Independent Non-Executive Director)
Razman Hafidz bin Abu Zarim
(Independent Non-Executive Director)
Datuk Supperamaniam a/l Manickam
(Independent Non-Executive Director)
SolicitorS
Principal Bankers
Bank of Tokyo-Mitsubishi UFJ (Malaysia) Berhad
Malayan Banking Berhad
Auditors
PricewaterhouseCoopers
Chartered Accountants
Kuala Lumpur
Annual Report 2013
3
Chairman’s Statement
The Company’s combined profit before
taxation of RM94.9 million for the year
ended 31 March 2013 was higher by
RM9.7 million or 11.4% compared to
RM85.2 million last year.
The Company’s share of its associated
company’s post tax profit was RM4.3
million (2012: RM6.5 million).
ASSOCIATED COMPANY
The associated company, Panasonic
Malaysia
Sdn
Bhd,
registered
consolidated revenue of RM1.61
billion for the financial year ended 31
March 2013; an increase of 1.9%
or RM0.03 billion over the previous
year’s consolidated revenue which was
RM1.58 billion.
On behalf of the Board of Directors I am pleased
to present the Annual Report and annual audited
financial statements of the Company for the financial
year ended 31 March 2013.
OVERVIEW
For the financial year ended 31 March
2013, amidst uncertainties in the
market, the Board of Directors is proud
to inform that the Company achieved a
record revenue of RM864.6 million in its
47 years of existence in Malaysia and
commendable profits.
In 2012, global economic growth
moderated amid a more challenging
environment compared to 2011. In
the advanced economies, growth was
uneven, with the US experiencing
a fragile recovery and the euro area
remaining in recession. The weakened
economic conditions in the advanced
economies
affected
international
trade, which in turn affected domestic
economic activity in the emerging
economies. Weaker global growth
prospects, coupled with the ongoing
fiscal uncertainties in the advanced
economies
also
contributed
to
sustained volatility in the international
financial markets. Nonetheless, market
sentiments improved towards the latter
part of the year following stronger
commitments and important steps
taken by authorities in resolving the
European sovereign debt crisis.
FINANCIAL REVIEW
The Company achieved revenue of
RM864.6 million for the financial year
ended 31 March 2013. This represents
an increase of RM38.8 million or 4.7%
as compared with RM825.8 million
recorded in the previous financial year.
The main contributors for the increased
revenue performance of the Company
were stronger sales performance in the
domestic market and additional sales
derived from the transfer of manufacture
and sales of meat grinders from Japan
to Malaysia.
The pre tax and post tax profits from its
group operations were RM12.3 million
(2012: 19.8 million) and RM10.7 million
(2012: RM16.2 million) respectively. The
decrease in profitability was attributed
to lower margins arising from stiff
competition in the market.
DIVIDENDS
In view of the good results for the
financial year ended 31 March 2013,
the Board of Directors is pleased to
recommend a total dividend of 173 sen,
comprising of a final dividend of 35 sen
(2012: 35 sen) and a special dividend
of 138 sen (2012: 70 sen) per share
less 25% income tax; giving a total
gross dividend 188 sen (2012: 120 sen)
for the financial year. This represents
an increase of 56% from the previous
year’s dividends.
The high total dividend proposed reflects
the Board’s commitment to maximize
utilization of Section 108 balance which
is due to expire by 31 December 2013.
4
Panasonic Manufacturing Malaysia Berhad (6100-K)
Chairman’s Statement
OPERATIONS REVIEW
The Company has made great effort
in manufacturing innovation to reduce
cost of direct material and implemented
various improvements in the production
processes to reduce cost of production
during the financial year under review.
Through these measures, the Company
was able to mitigate the rise in input costs
and also higher labor costs following the
implementation of minimum wage with
effect from 1 January 2013.
The Company in its commitment to
increase productivity and to optimize
space utilization implemented the
conversion of single-product production
cell system into multi-product production
cell system for kitchen appliances range
of products. Through this initiative,
additional production space and work
efficiency improved by approximately
10%.
As for single products in the home
appliances and fan range, the
Company made line improvements to
minimize time losses in process line and
transfer of parts in an effort to increase
productivity. Through this initiative,
productivity for these lines improved by
at least 10%.
The financial year under review marked
the conceptualization of autonomous
manufacturing by drastic innovation in
the area of development, production
and sales. The Company could
achieve break through in new product
development where early detection of
losses could be made at the stage of
product planning and design through
the use of scientific technology and 3D
data simulation. This project would be
carried through a term of three years
and would seek to achieve independent
management in product development
and retention of technical know-how
within the Company.
Panasonic is moving towards becoming
the No 1 Green Innovation company by
the year 2018 and in support of realizing
this the Company undertook various
measures to reduce the CO-2 emission
and managed to achieve a all time low
index of 13.73 compared to 14.08 the
previous year.
In the area of information technology,
the Company successfully implemented
the Oracle, Sapphire, Canvas and
GLICS system integration in July
2012. This integration of which all
major functions including finance,
distribution,
production
planning,
material procurement, production and
service were able to operate within a
single platform. The Company was able
to achieve overall operational efficiency
with the new integrated system.
The cost buster activities is an on-going
project by Panasonic and the Company
is fully committed towards this direction
and with renewed vigor with the apt
theme of Everybody CB “Make it
Visible”, “Take it Personal” and “Do it
Now”, all employees are challenged to
come up with new cost buster ideas for
the coming year.
INDUSTRY OUTLOOK
PROSPECTS FOR 2013
AND
The Malaysian economy performed
better than expected in 2012, recording
a strong growth of 5.6%. The domestic
market is expected to remain stable
given the country’s strong fundamentals
to spur domestic demand. However,
the outlook for the export market
remains challenging especially with
keen competition faced in certain export
markets for home appliance products.
The Company will work closely with
sales companies especially in the
affected export markets to regain its
product positioning in the market. The
Company will continue to strengthen
its innovation capabilities to develop
new products suited to market taste
and preference and to improve its
production efficiency to reduce overall
costs of production.
DIRECTORATE
The Board bade farewell to our former
Executive Director, Mr. Toshihiro Ukita
and Non-Independent Non-Executive
Director, Mr. Lee Wee Leong who
resigned on 15 August 2012 and 31
March 2013 respectively. The Board
wishes to place on record its sincere
thanks and appreciation to them for
their significant contributions to the
Company and associated company.
The Company welcomes Mr. Yosuke
Matsunaga, who was appointed to
the Board as a Non-Independent NonExecutive Director on 1 April 2013.
ACKNOWLEDGEMENT
On behalf of the Board of Directors, I
would like to express my gratitude for
the loyalty, hard work and commitment
of the management team and the staff.
The commendable growth achieved in
2012 is the result of their unwavering
dedication.
Finally, I would like to convey my sincere
appreciation to all our shareholders,
customers, business partners and
stakeholders, for their confidence and
continued support to the Company.
I wish also to thank our Board of
Directors for their dedication and
contributions towards the betterment
of the Company, and look for another
successful year in 2013.
Tan Sri Datuk Asmat bin Kamaludin
Chairman
Annual Report 2013
5
Increase in Shareholders’ Wealth
As at 31 March 2013, the issued and paid-up capital of the Company is RM60,745,780 divided into 60,745,780 ordinary shares
of RM1.00 each. Details of changes in the issued and paid-up share capital of the Company and cumulative number of shares
held by a shareholder with an initial investment of 1,000 shares is shown below:
Total
issued and
paid-up
capital
(RM)
Cumulative
number of
shares held by
a shareholder
Financial
Year /
Period
No. of
shares
allotted
Descriptions
12 / 1966
1,500,000
Issue of shares before listing
1,500,000
Nil
Nil
N/A
12 / 1966
1,500,000
Initial Public Offer
3,000,000
1,000
1,000
1,000
3,350
350
12 / 1975
New shares
issued to a
shareholder
6,000,000
-Bonus Issue of 2 for 1
9,000,000
2,000
1,050,000
-Rights Issue of 35 for 100
@ RM1.00
10,050,000
350
-Private Placement to
Bumiputera Investors
under New Economic
Policy
10,500,000
Nil
450,000
Cost of
Investment
(RM)
Nil
N/A
12 / 1980
2,625,000
Bonus Issue of 1 for 4
13,125,000
838
4,188
Nil
12 / 1982
6,562,500
Bonus Issue of 1 for 2
19,687,500
2,094
6,282
Nil
3 / 1987
1,968,750
Bonus Issue of 1 for 10
21,656,250
628
6,910
Nil
3 / 1993
10,828,125
Bonus Issue of 1 for 2
32,484,375
3,455
10,365
Nil
3 / 1998
3,248,437
Bonus Issue of 1 for 10
35,732,812
1,037
11,402
Nil
3 / 2003
25,012,968
Bonus Issue of 7 for 10
60,745,780
7,982
19,384
Nil
As tabulated below, if a shareholder had bought 1,000 shares in the Company when it was listed in 1966, and assuming the
shareholder had subscribed for rights issue of 350 shares in 1975 and did not sell any of the Company’s shares till todate, he
would be holding a total of 19,384 shares (inclusive of 18,034 bonus shares) worth RM509,799 based on the market price of
RM26.30 as at 10 July 2013. In addition, he would have received a total gross cash dividends of RM337,797 with a capital
outlay of RM1,350 only. The dividends received/receivable and the appreciation in value translates to a remarkable compound
annual growth rate of 15.5% on nominal value basis.
Initial Investment of a shareholder
Initial capital outlay (1966)
RM
1,000
Rights issue subscription (1975)
RM
350
Total Capital Outlay
RM
1,350
Wealth of a shareholder in long term
Initial investment (1966)
Unit
1,000
Rights issue shares subscribed (1975)
Unit
350
Total bonus shares received (1975 - 2003)
Unit
18,034
Total number of shares held
Unit
19,384
Closing market price per share (10 July 2013)
RM
26.30
Total value of shares held
RM
509,799
Cumulative gross cash dividends received / receivable (1969 - 2013)
RM
337,797
Total Wealth of a shareholder since Initial Investment
RM
847,596
6
Panasonic Manufacturing Malaysia Berhad (6100-K)
Corporate Responsibility Report
Klang Town Clean-up Campaign
Kids Witness News Program
Panasonic has the basic concept of
“company is a public entity” since its
foundation and every employee in the
world will fulfill its social responsibility
through its primary business. PMMA
will continue its CSR activities and
contribute to the future of society.
Panasonic Malaysia ran the Kid Witness
News National Awards Ceremony 2012
on 5th September 2012 where a total
of 157 (consisting of 32 teachers and
125 students) took part in a contest that
requires a short recording on any eco
related theme and on communication.
SMK S.9 Shah Alam emerged winners
and qualified to participate in the
Regional Contest held at Hanoi, Vietnam
from 17th - 20th December 2012. This
program has already seen more than
5000 students took part and benefited
from this event, learning and enhancing
their knowledge on digital technology.
In 2005 PMMA started to work on the
new corporate target for the emission
of CO-2 reduction contribution in
production activities. For the last seven
years various improvements were done
and as at 2012 some of the activities
included the replacement of water
cool air conditioner to open ducted
air condition system, installation of
heat insulation to plastic injection dehumidity dryer, replacing the normal
high bay lamp to LED lights and many
other CO-2 reduction activities in 2012
which saw a marked reduction of CO-2
index to 13.73 compared to 20.05 in
2005.
During the holy month of Ramadhan
PMMA organized a “Buka Puasa”
program on 16th August 2012 at the
Shah Alam Convention Centre (SACC)
for 250 children from five orphanages
in Selangor. The highlight of the
evening was the handing over of the
cheques worth RM5,000.00 each to
five orphanages and the children were
handed “Duit Raya”. The orphanages
were Rumah Amal Cahaya Tengku
Ampuan Rahimah, Rumah Anak Yatim
Limpahan Kasih, Rumah Anak Yatim
Fakir Miskin Qadijah Maisyrah, Rumah
Amal Asnaf Al Barakh and Madrasah
Ulumul Quran Wal-Ahadith.
For a forth year running, in collaboration
with the Klang City Council the Company
engaged itself in the Klang Town Cleanup Campaign and was instrumental in
creating many more “Zone Hijau” in the
past few years. When the “Eco Ideas”
was launched in 2007 at Panasonic it
was to lead the industry in bringing about
a “green revolution and we also wanted
to make a contribution in an area which
affects the day to day lives of people.
Berbuka Puasa Program
In FY2018 Panasonic Corporation
Headquarter will celebrate the 100th
Anniversary of its founding and we aim
to become the No 1 Green Innovation
Company in the electronics industry.
We aim to make the environment
central to all our business activities and
bring forth “Green Life Innovation” and
Green Business Innovation. In line with
our vision the Panasonic Econation
concept was launched in 2011 as
part of the Panasonic Global 360°
Energy Management Program and with
this concept the Company hopes to
encourage Malaysians to adopt a more
sustainable way of life.
For the year 2012 as usual the Indian
employees of PMMA coupled with the
other Panasonic companies in the Klang
Valley organized the 34th Deepavali
Cultural Nite hosted by PMMA which
was held at the Perbadanan Stadium
Malaysia (Panasonic Sports Complex)
on 1st December 2012. A total of
RM30,000.00 was collected through
the donation drive and the fund was
used to refurbish the library at the Kapar
Methodist (T) School, Klang Selangor.
The above activities will be very much
a regular feature of our Corporate
Responsibility and so long as these
activities contributes to preserving
nature and reaches out to address the
social welfare of people around us it will
be continued and insisted upon.
Deepavali Cultural Nite
7
Annual Report 2013
Five-Year Trend
REVENUE / EXPORT
COMBINED ENTITY’S PROFIT AFTER
TAXATION / NET DIVIDENDS PAID /
PROPOSED
(RM’ Million)
761
(RM’ Million)
865
826
75
680
487
478
292
2009
2010
Revenue
402
2011
2012
2013
780
762
2009
2009
2010
Total assets
763
647
619
818
2011
648
2012
66
55
55
2010
2011
Combined entity’s
profit after taxation
(RM’ Million)
602
50 48
Export
TOTAL ASSETS / SHAREHOLDERS’ FUNDS
698
66
65
601
340
86
83
2012
Net dividends
NET ASSETS PER SHARE
(RM)
9.92
10.20
2009
2010
10.66
10.66
11.00
2011
2012
2013
1,030
1,030
1,084
2011
2012
2013
668
2013
Shareholders’ funds
Net assets per share
EARNINGS PER SHARE
EMPLOYMENT
(Sen)
(Number of persons)
136
124
109
107
2013
960
987
2009
2010
82
2009
2010
2011
Earnings per share
2012
2013
Employment
8
Panasonic Manufacturing Malaysia Berhad (6100-K)
Five-Year Financial Summary
FINANCIAL YEAR ENDED 31 MARCH
Financial Data (Combined Basis)
2009
2010
2011
2012
2013
STATEMENTS OF COMPREHENSIVE INCOME
Revenue
RM’000
600,868
679,764
761,407
825,833
864,645
Profit before taxation
RM’000
60,818
79,318
101,806
85,211
94,930
Profit after taxation
RM’000
49,776
64,849
82,679
66,407
75,094
Gross dividends paid / proposed
RM’000
63,783
72,895
88,080
72,895
114,202
Net dividends paid / proposed
RM’000
47,837
54,671
66,061
54,671
85,652
STATEMENTS OF FINANCIAL POSITION
Total assets
RM’000
697,961
761,601
780,428
762,913
817,641
Share capital
RM’000
60,746
60,746
60,746
60,746
60,746
Shareholders’ funds
RM’000
602,315
619,327
647,366
647,712
668,135
%
8.3
10.5
12.8
10.3
11.2
Earnings per share
sen
82
107
136
109
124
Net assets per share
RM
9.92
10.20
10.66
10.66
11.00
Dividend rate (gross)
%
105
120
145
120
188
FINANCIAL RATIOS
Return on shareholders’ funds
Annual Report 2013
9
Financial Highlights
Financial Data (Combined Basis)
Year Ended
31 March 2013
Year Ended
31 March 2012
Revenue
RM’000
864,645
825,833
Profit before taxation
RM’000
94,930
85,211
Profit after taxation
RM’000
75,094
66,407
Percentage of revenue
%
8.7
8.0
Return on shareholders’ funds
%
11.2
10.3
sen
124
109
%
188
120
Shareholders’ funds
RM’000
668,135
647,712
Net assets per share
RM
11.00
10.66
Total assets
RM’000
817,641
762,913
Capital expenditure
RM’000
22,458
36,422
Earnings per share
Dividend rate
Financial Calendar
Financial Year Ended
31 March 2013
Announcement of Results
- First Quarter
- Second Quarter
- Third Quarter
- Fourth Quarter / Annual
Issuance of 2013 Annual Report and Financial Statements
48 Annual General Meeting
th
15 August 2012
28 November 2012
27 February 2013
30 May 2013
7 August 2013
29 August 2013
Interim Dividend
- Notice of Dividend Entitlement
28 November 2012
- Entitlement Date
26 December 2012
- Payment Date
10 January 2013
Proposed Final and Special Dividends
- Notice of Dividend Entitlement
- Entitlement Date
- Payment Date
7 August 2013
9 September 2013
20 September 2013
10
Panasonic Manufacturing Malaysia Berhad (6100-K)
Share Performance
Closing Share Price (RM)
26
24
22
20
18
16
14
12
10
8
6
Jun
Sep
Dec
Mar
2010
Jun
Sep
Dec
Mar
2011
Jun
Sep
Dec
2012
Apr
May
Jun
Jul
Aug
Mar
2013
2012
2013
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Highest (RM)
23.50 23.50 23.30 23.62
23.82 23.00
22.20 22.02 20.70 20.80 21.00 21.82
Lowest (RM)
21.50 21.50 21.50 22.62
22.40 22.00
21.30 20.12 19.88 19.78 19.80 20.54
Closing Share Price (RM)
22.70 21.70 23.08 23.42
23.00 22.00
22.00 20.70 20.40 20.20 20.80 21.78
Lots Traded (100 shares)
3,028 2,704 4,004 4,272 14,592 1,434
1,971 1,743 1,235 2,296 2,411 1,858
2011
Apr
May
Jun
Jul
Aug
2012
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Highest (RM)
24.90 24.50 24.96 24.50
24.46 23.08
20.70 19.96 20.04 20.20 21.52 22.90
Lowest (RM)
21.40 22.64 23.90 24.02
22.30 17.32
18.60 19.00 19.74 19.90 19.74 21.50
Closing Share Price (RM)
22.70 23.82 24.32 24.40
23.00 19.50
19.70 19.70 20.04 19.98 21.40 22.00
Lots Traded (100 shares)
2,548 1,822 3,269 1,129
3,157 3,851
2,813 1,882 1,461 7,108 3,485 6,380
2010
Apr
May
Jun
Jul
Aug
2011
Sep
Oct
Nov
Dec
Jan
Feb
Mar
Highest (RM)
17.30 17.10 18.20 19.30
19.98 21.70
19.60 18.70 19.02 18.70 18.78 21.50
Lowest (RM)
14.58 16.32 16.80 17.98
19.24 19.40
18.02 18.30 18.50 18.20 18.10 18.35
Closing Share Price (RM)
16.90 16.80 17.98 19.30
19.90 19.56
18.30 18.62 18.50 18.28 18.32 21.50
Lots Traded (100 shares)
6,033 4,753 1,759 1,858
1,280 3,214
3,938 1,108 4,014 3,015 2,356 4,554
Annual Report 2013
11
Board of Directors
10
5
9
4
8
6
3
7
1
Tan Sri Datuk Asmat bin Kamaludin
2
Masahiko Yamaguchi
3
Raja Dato’ Seri Abdul Aziz bin Raja Salim
4
Chen Ah Huat
5
Razman Hafidz bin Abu Zarim
6
Datuk Supperamaniam a/l Manickam
7
Yosuke Matsunaga
8
Toshiro Okamoto
9
Takayuki Tadano
1
2
10 Mikio Matsui
12
Panasonic Manufacturing Malaysia Berhad (6100-K)
Board of Directors’ Profile
Tan Sri Datuk Asmat bin Kamaludin
Aged 69. Malaysian. Tan Sri Datuk Asmat is the Senior Independent Non-Executive
Director and Chairman of the Board since 29 August 2001. Tan Sri Datuk Asmat
obtained a Bachelor of Arts (Hons) Degree in Economics from the University of Malaya
in 1966 and subsequently obtained a Diploma in European Economic Integration from
the University of Amsterdam in 1970. He had a distinguished career with the Ministry
of International Trade and Industry, Malaysia (“MITI”) for 35 years until his retirement
as Secretary-General in January 2001. Tan Sri Datuk Asmat also had wide exposure
in both domestic and international trade sectors whilst at MITI. He had served as
Economic Counsellor for Malaysia in Brussels and worked with international bodies
such as ASEAN, WTO and APEC and was actively involved in national organisations
such as Johor Corporation, SMIDEC and MATRADE.
Currently, Tan Sri Datuk Asmat is the Group Chairman of UMW Holdings Berhad, Scomi
Group Berhad, Compugates Holdings Berhad and UMW Oil & Gas Corporation Berhad
and is a Non-Executive Vice-Chairman of YTL Cement Berhad. He also sits on the
Board of Permodalan Nasional Berhad, The Royal Bank of Scotland Berhad, JACTIM
Foundation and Air Asia X Berhad. In 2008, he was appointed by MITI to represent
Malaysia as Governor on the Governing Board of The Economic Research Institute for
ASEAN and East Asia.
Tan Sri Datuk Asmat has no shareholdings in the Company and its associated company.
He also has no family relationship with any Director and/or major shareholder of the
Company nor any conflict of interest with the Company. He attended all the Board
Meetings held during the financial year and has no convictions for any offences within
the past 10 years, other than traffic offences, if any.
Masahiko Yamaguchi
Aged 54. Japanese. Mr Yamaguchi was appointed the Managing Director of the
Company on 1 April 2010. He graduated with a Bachelor’s Degree in Engineering from
Kansai University (Faculty of Engineering) in March 1982.
Mr Yamaguchi joined Panasonic Corporation in April 1982 and since then has held
various positions in the quality control, quality assurance, purchasing and planning
sections for Electric Heating Appliance, Kitchen Appliance, Rice Cooker and Cooking
System Divisions. From 2004 to 2008, he was promoted to the position of General
Manager of Quality Group in Cooking System Division and Hygiene Toilet Seat & Heating
Equipment Business Unit (HHBU). In June 2008, he was assigned the General Manager
of Business Strategy Group in HHBU prior to joining the Company as Managing
Director. Mr Yamaguchi has 30 years working experience in Panasonic Corporation,
mainly involved with products quality and business strategy. Currently, he is the Vice
President of JACTIM Foundation.
Mr Yamaguchi has no shareholdings in the Company and its associated company.
He also has no family relationship with any Director and/or major shareholder of the
Company nor any conflict of interest with the Company. He attended all the Board
Meetings held during the financial year and has no convictions for any offences within
the past 10 years, other than traffic offences, if any.
Annual Report 2013
13
Board of Directors’ Profile
Raja Dato’ Seri Abdul Aziz bin Raja Salim
Aged 74. Malaysian. Raja Dato’ Seri Abdul Aziz was appointed an Independent NonExecutive Director of the Company on 1 April 2002. He is also the Chairman of the Audit
Committee, Nomination Committee and Remuneration Committee of the Company.
Raja Dato’ Seri is a Chartered Accountant and also an Honorary Fellow Member of the
Chartered Tax Institute of Malaysia, the Chartered Association of Certified Accountants
UK, the Chartered Institute of Management Accountants UK and Member of the
Malaysian Institute of Accountants.
Raja Dato’ Seri Abdul Aziz began his service with the Malaysian Government as an
accountant in 1965. He was appointed the Deputy Accountant-General of Malaysia
from 1974 to 1979 and subsequently served as Director-General of Inland Revenue
Board of Malaysia for a period of over 10 years. He then held the position of AccountantGeneral of Malaysia from 1990 and retired from service in 1994.
Raja Dato’ Seri Abdul Aziz currently holds directorships in K & N Kenanga Holdings
Berhad, Gamuda Berhad, Southern Steel Berhad, Hong Leong Industries Berhad,
Kenanga Fund Management Berhad and Kenanga Investment Bank Berhad.
Raja Dato’ Seri Abdul Aziz has no shareholdings in the Company and its associated
company. He also has no family relationship with any Director and/or major shareholder
of the Company nor any conflict of interest with the Company. He attended all the
Board Meetings held during the financial year and has no convictions for any offences
within the past 10 years other than traffic offences, if any.
Chen Ah Huat
Aged 53. Malaysian. Mr Chen was appointed the Executive Director of the Company
on 5 April 2004. He holds a Certificate in Mechanical Engineering from Polytechnic
Kuantan in 1981.
Mr Chen joined the Company in 1981 and has 30 years experience in the manufacturing
operations of various home appliances products. Currently, he is responsible for the
factory operation management and procurement functions of the Company. Mr Chen
also oversees the Internal Audit functions of the Company.
Mr Chen has indirect interest in the shares of the Company by virtue of his spouse’s
interest in 2,000 shares in the Company but has no shareholdings in the associated
company. He has no family relationship with any Director and/or major shareholder of
the Company nor any conflict of interest with the Company. Mr Chen attended all the
Board Meetings held during the financial year and has no convictions for any offences
within the past 10 years other than traffic offences, if any.
14
Panasonic Manufacturing Malaysia Berhad (6100-K)
Board of Directors’ Profile
Razman Hafidz bin Abu Zarim
Aged 58. Malaysian. Encik Razman was appointed an Independent Non-Executive
Director of the Company on 21 June 2004. He is a member of the Audit Committee,
Nomination Committee and Remuneration Committee of the Board. Encik Razman
graduated with a Joint-Honours Degree in Economics and Accounting, BSc (Econ)
from University College, Cardiff, University of Wales. He is a Chartered Accountant and
is a Fellow Member of the Institute of Chartered Accountants in England and Wales and
a Member of the Malaysian Institute of Accountants.
Encik Razman has more than 35 years experience in the fields of auditing, mergers
and acquisitions, corporate finance and management consulting. He has worked with
chartered accountancy firms in UK, where he was admitted as an Audit Partner in 1987.
In Malaysia, he was the Partner-in-charge of the Management Consulting Practice of
Price Waterhouse (now known as PricewaterhouseCoopers). In 1994, he established
Norush Sdn Bhd, an investment holding and business advisory firm where he is the
Chairman.
He is currently the Independent Chairman of Tune Ins Holdings Berhad and Sumitomo
Mitsui Banking Corporation Malaysia Berhad. He also holds independent directorships
in Linde Malaysia Holdings Berhad, TerraGali Resources Berhad and Yeo Hiap Seng
Limited, a company listed on the Singapore Stock Exchange.
Encik Razman has no shareholdings in the Company and its associated company.
He also has no family relationship with any Director and/or major shareholder of the
Company nor any conflict of interest with the Company. He attended all the Board
Meetings held during the financial year and has no convictions for any offences within
the past 10 years other than traffic offences, if any.
Toshiro Okamoto
Aged 54, Japanese. Mr Okamoto was appointed a Non-Independent Non-Executive
Director of the Company on 2 April 2012. He graduated from Hiroshima University
(Faculty of Law) in March 1982 with a Bachelor of Law degree. Mr Toshiro Okamoto joined the Panasonic Group in 1982 and has more than 30 years
in corporate management. Prior to this, he was assigned to Planning Team, Planning
Group, Corporate Management Division for Asia and Oceanic, Panasonic Corporation
for 4 years. He also was appointed as Councillor of Corporate Planning Division in
Head Office of Panasonic Corporation for 4 years.
Currently, he is a Director of Panasonic Management Malaysia Sdn. Bhd., Panasonic
Financial Centre (Malaysia) Sdn. Bhd., Panasonic R&D Center Malaysia Sdn. Bhd. and
PanaHome Malaysia Sdn. Bhd.
Mr Okamoto has no shareholdings in the Company and its associated company.
He also has no family relationship with any Director and/or major shareholder of the
Company nor any conflict of interest with the Company. He attended all the Board
Meetings held during the financial year and has no convictions for any offences within
the past 10 years, other than traffic offences, if any.
Annual Report 2013
15
Board of Directors’ Profile
Datuk Supperamaniam a/l Manickam
Aged 68. Malaysian. Datuk Supperamaniam was appointed an Independent NonExecutive Director of the Company on 1 January 2008. He is also a member of Audit
Committee and Nomination Committee. Datuk Supperamaniam graduated with a
Bachelor of Arts (Hons) Degree in Economics from University of Malaya in 1970.
He joined the Malaysian Administrative and Diplomatic Service in October 1970 and
was posted to the MITI as Assistant Director. He served in the civil service for 33
years in various capacities and held position as Deputy Secretary-General of MITI from
1997 until his official retirement in March 2000. In May 2000, he was appointed by
the Government of Malaysia to be the Ambassador / Permanent Representative of
Malaysia to the World Trade Organisation in Geneva, Switzerland and held the position
until September 2003. Since his retirement from public service, he now serves as a
consultant/resource person for United Nations agencies, regional and international
organisations and foreign governments. He is a member of the National Trade Advisory
Council and sits in as a member of several government related to trade and investment
policy issues and negotiations. Currently, he is the Independent Non-Executive Director
of Shangri-La Hotels (Malaysia) Berhad and also Distinguished Fellow of Institute of
Strategic and International Studies (ISIS) Malaysia. Besides the aforesaid, he also
serves as an Adjunct Professor to the International Islamic University of Malaysia and
Science and Management University, Kuala Lumpur. He is also a Visiting Professor of
Macau University of Science and Technology (Faculty of Law).
Datuk Supperamaniam has no shareholdings in the Company and its associated
company. He also has no family relationship with any Director and/or major shareholder
of the Company nor any conflict of interest with the Company. He attended all the
Board Meetings held during the financial year and has no convictions for any offences
within the past 10 years, other than traffic offences, if any.
Takayuki Tadano
Aged 50, Japanese. Mr Tadano was appointed the Executive Director of the Company on
4 June 2012. He is also a member of the Remuneration Committee. He graduated with
a Bachelor’s Degree from the University of Kitakyushu, Japan (Faculty of Commerce).
Mr Tadano joined Panasonic Corporation in April 1987 as an accounting staff. He was
posted to Matsushita Electric (Taiwan) in June 1994 and held the position as Coordinator.
In July 1996, he returned to Japan and was assigned to Accounting Department, Electric
Iron Division as a Senior Coordinator. In January 1997, he was posted to Panasonic
Corporation’s Malaysian subsidiary, Home Appliance R&D Centre as General Manager
of Finance Department. In December 2000, he returned to Japan and was assigned
to the Washing Machine Divison as Senior Coordinator. In May 2004, he was posted
to Panasonic-Wanbao (Guongzhou) Electric Iron Co., Ltd., Panasonic Corporation’s
subsidiary in China, as the Financial Director. In January 2010, he returned to Japan
and was assigned to the Corporate Accounting Centre, Home Appliances Company
and was promoted to the position of Manager which he held prior to his posting to
Malaysia and appointment as the Executive Director of the Company. Currently, he is
responsible for the Finance, Information Systems, Administration, Risk Management
and Internal Audit functions of the Company.
Mr Tadano has no shareholdings in the Company and its associated company. He also
has no family relationship with any Director and/or major shareholder of the Company
nor any conflict of interest with the Company. He attended all the Board Meetings held
during the financial year since the date of his appointment and has no convictions for
any offences within the past 10 years, other than traffic offences, if any.
16
Panasonic Manufacturing Malaysia Berhad (6100-K)
Board of Directors’ Profile
Mikio Matsui
Aged 49, Japanese. Mr Matsui was appointed a Non-Independent Non-Executive
Director of the Company on 19 June 2012. He was graduated from Keio University
with a Bachelor Degree of Economics.
Mr Matsui joined the Panasonic Group since 1987 and has more than 20 years in
human resource management. Prior to this, he was first assigned to Air Conditioner
Division (Japan) as HR Executive, Matsushita Industrial Corporation Sdn. Bhd.
(Malaysia) as HR Advisor, Air Conditioner Sector (Japan) as HR Assistant Manager,
Panasonic Compressor America (USA) as HR Advisor, and Matsushita Wanbao Air
Conditioner Pte. Ltd (China) as HR Senior Advisor. Then he was been assigned as HR
General Manager for 6 years. After that, he was assigned as HR Councilor in Head
Office (Japan).
From 2004 until now, he was a director in Panasonic Management Malaysia Sdn. Bhd.
and Member of the board in Panasonic Asia Pacific Pte. Ltd. (Singapore).
Mr Matsui has no shareholdings in the Company and its associated company. He also
has no family relationship with any Director and/or major shareholder of the Company
nor any conflict of interest with the Company. He attended all the Board Meetings held
during the financial year since the date of his appointment and has no convictions for
any offences within the past 10 years, other than traffic offences, if any.
Yosuke Matsunaga
Aged 49, Japanese. Mr Matsunaga was appointed a Non-Independent Non-Executive
Director on 1 April 2013. He was graduated from Osaka Prefecture University (College
of Engineering) in March 1988, with a Bachelor’s degree.
Mr Matsunaga joined Panasonic Group in April 1988. He was first assigned to the
AV System Products Sales Section, Marketing & Sales Department, Corporate
Management Division for Europe & Africa.
In 1994, he was transferred to Matsushita Electric Europe (Britain) Ltd. (“ME”) as a
Coordinator. He subsequently took up position as a Coordinator of Vision 35 Project
Team, Marketing Group at ME’s Hamburg Office in Germany, in 1996. He was then
transferred to Panasonic Marketing Europe GmbH (“PME”), as Marketing Manager (OA
Products).
In 2002, he was transferred to PME’s Wiesbaden Office in Germany, as an Marketing
Assistant General Manager (AV Systems Products). He was subsequently made the
General Manager of CE Marketing Department of Panasonic Deutschland GmbH
(“PDG”), in 2003. Mr Matsunaga held the position of Deputy Managing Director of
Panasonic Deutschland from October 2009 until March 2013.
Mr Matsunaga has no shareholdings in the Company and its associated company.
He also has no family relationship with any Director and/or major shareholder of the
Company nor any conflict of interest with the Company. He does not attend any Board
Meeting as he is just appointed to the Board and has no convictions for any offences
within the past 10 years, other than traffic offences, if any.
Annual Report 2013
17
Statement on
Corporate Governance
COMMITMENT FROM THE BOARD
The Board of Directors of the Company (“the Board”) remains committed in maintaining the highest standards of corporate
governance within the Company and adhering to the principles and best practices of corporate governance, through
observing and practising the core values of the Malaysian Code on Corporate Governance, Bursa Malaysia’s Corporate
Governance 2012 (the “Code”), Panasonic Code of Conduct and Panasonic Basic Business Philosophy. The commitment
from the top paves the way for the Management and all employees to ensure the Company’s businesses and affairs are
effectively managed in the best interest of all stakeholders.
The Board pleased to present the following reports on the application of the principles as set out in the Code and the extent to
which the Group has complied with the principles and recommendation of the Code during the financial year ended 31 March
2013.
THE BOARD STRUCTURE, DUTIES AND EFFECTIVENESS
Board Size, Leadership and Competencies
The current Board size of 10 members consists of 4 Independent Non-Executive Directors (including the Chairman), a Managing
Director, 2 Executive Directors and 3 Non-Independent Non-Executive Director. The composition of the Board meets the criteria
on one-third independent directorship as set out in the Main Market Listing Requirements and fairly reflects the investment by
minority shareholders through Independent Directors.
The Board leads the Company within a framework of prudent and effective controls. The Board comprises of members from
various professions with individual personalised quality, expertise, skills and relevant market and industry knowledge and ensures
at all times that necessary financial and human resources are in place for the Company to meet its strategic objectives.
The Independent Non-Executive Directors act independently from Management and do not participate in the Company’s
business dealings to ensure that they handle any conflict of interest situation and all proceedings of the Board effectively
through a system of independent checks and balances. There is a balance of Executive Directors and Non-Executive Directors
so that no individual or small group of individuals can dominate the Board’s decision making.
The Independent Non-executive Directors, Tan Sri Datuk Asmat bin Kamaludin, Raja Dato’ Seri Abdul Aziz bin Raja Salim and
Razman Hafidz bin Abu Zarim have each cumulative term of more than nine (9) years. Notwithstanding the recommendation
of the Code to limit the tenure of the Independent Directors, the Board has adopted the policy that the tenure of all directors
irrespective of them being executive or non-executive will not be fixed. The Board views that the annual assessment of the
qualification of the directors to remain on the Board to be sufficient.
For the Independent Directors of the Company, the Board views that they have the vast experience in a diverse range of
business to provide constructive opinion and exercise independent judgement. As the Company is a Panasonic Corporation
controlled subsidiary, the Company’s executive directors are rotated among the companies in the Panasonic Corporation in
enhancement of their career development. As there are changes in the members of the executive board, the Company views
that there should be stability in the members of the independent directors to ensure that the Company’s culture, conduct and
philosophy is maintained or enhanced by the new executive members.
The profile of each Director is summarised on pages 12 to 16 of the Annual Report.
Board Duties and Responsibilities
The Board owes the fiduciary duties to the Company and, while discharging its duties and responsibilities, shall individually and
collectively exercise reasonable care, skill and diligence at all times.
The Board adopts strategic and business plans aligned to ensure obligations to all stakeholders are met. The Board fulfils its
oversight responsibility for financial and operational results, legal-ethical compliance and risk management. The Board is also
responsible for reviewing the adequacy and integrity of the Company’s internal controls systems and management information
systems and ensuring that investor relations and succession planning programme are implemented.
18
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statement on Corporate Governance
Board Duties and Responsibilities (Cont’d)
There is a clear separation of duties and responsibilities of the Chairman and the Managing Director to ensure a balance of
power and authority. The difference in the roles of Chairman and Managing Director provides a clear segregation of responsibility
and accountability.
The Chairman of the Board, Tan Sri Datuk Asmat bin Kamaludin, is the Senior Independent Non-Executive Director to whom
concerns relating to the Company may be conveyed by shareholders and other stakeholders.
The Board will review and ensure that any appointment, resignation/termination of Directors, Company Secretaries and Auditors
are duly executed and documented.
In furtherance of their duties, the Directors have full and unrestricted access to any information pertaining to the Company, the
advice and services of the Company Secretaries. Independent professional or other advice is also made available to Directors
at the Company’s expense and in accordance with decision of the Board as a whole should such advice is required.
Conduct of Meetings
The Board met 5 times during the financial year under review to approve, amongst others, the quarterly and annual financial
results, business strategies and business plans, to review business performance of the Company and to ensure that the proper
internal control systems are in place. Board and Board Committee meeting papers accompanying notes and explanations for
agenda items were sent to the Directors at least 7 days before the meeting. Time is allocated for Directors to raise other matters
not covered by the formal agenda.
The summary of attendance of the Directors at the Board Meetings held during the financial year ended 31 March 2013 was
as follows:
Name of Directors
Tan Sri Datuk Asmat bin Kamaludin
Meeting Attendance
% of Attendance
5/5
100
Masahiko Yamaguchi
5/5
100
Raja Dato’ Seri Abdul Aziz bin Raja Salim
5/5
100
Chen Ah Huat
5/5
100
Razman Hafidz bin Abu Zarim
5/5
100
Datuk Supperamaniam a/l Manickam
4/5
80
Toshiro Okamoto
5/5
100
Takayuki Tadano (appointed on 4 June 2012)
4/4
100
Mikio Matsui (appointed on 19 June 2012)
4/4
100
Lee Wee Leong (resigned on 31 March 2013
5/5
100
-
-
Yosuke Matsunaga (appointed on 1 April 2013)
All proceedings, deliberations and conclusions of the Board and Board Committees Meetings are clearly recorded in the
minutes of meetings by the Company Secretaries, confirmed by the Board and signed as correct record by the Chairman of
the Meeting.
The Board also exercises control on routine matters that require the Board’s approval through the circulation of Directors’
Resolutions In Writing as allowed under the Company’s Articles of Association.
Minutes of each Board and Board Committees Meeting are circulated to Chairman of Meeting for perusal prior to confirmation
of the minutes at the following meetings. The Company Secretaries attend all Board and Board Committees Meetings and
ensure that accurate and proper records of the proceedings of meetings and resolutions passed are properly kept at the
registered office.
Annual Report 2013
19
Statement on Corporate Governance
Directors’ Continuing Education
All Directors including the newly appointed Directors have completed the Mandatory Accreditation Programme. Newly appointed
Directors have also undergone a formal orientation and education programme including factory visits guided by other Directors
and senior management.
During the financial year, an in-house training on the topic “Malaysian Code on Corporate Governance 2012” was conducted
and attended by the Directors. In addition, the following Directors have also attended the following trainings, conferences,
seminars and briefings relevant to their functional duties:
No.
1
Continuing Education Programme Attended
• Mandatory Accreditation Programme for Directors of Public Listed Companies
• Optimising IFRS MFRS Convergence
• Financial Institutions Directors‘ Education Programme (FIDE Training)
• 38th ASEAN-Japan Business Meeting-Global Challenges: Japan-ASEAN
Response
• FIDE Core Programme for Directors (Mod 2)
9~10.07.2012
2 days
22~23.10.2012
2 days
06.03.2013
1 day
27.03 2012
1 day
2 days
• Optimising IFRS
20.05.2012
1/2 day
• Implementation of Internal Capital adequacy assessment
14.11.2012
1/2 day
2012
1 day
23.01.2013
1 day
Datuk Supperamaniam a/l Manickam
Razman Hafidz Bin Abu Zarim
• FIDE (Banks) Course Module A
1~4.10.2012
4 days
• Malaysian Capital Market Summit
29.10.2012
1 day
• ICAAP Program (SMBC)
06.03.2013
1/2 day
12~15.03.2013
4 days
10~11.10.2012
2 days
13~14.06.2012
2 days
• FIDE (Banks) Course Module B
Mikio Matsui
• Mandatory Accreditation Programme for Directors of Public Listed
Companies
Toshiro Okamoto
• Mandatory Accreditation Programme for Directors of Public Listed
Companies
8
1 day
3 days
• Forensic Accounting Programme for Non-Executive
7
2 days
25.05.2012
5~8.03.2012
• Outline of the key recommendations of the 2012 Code on governance
structure process and overview of the impact of new legislation concerning
minimum wages and minimum retirement age.
6
16~17.05.2012
27~28.11.2012
• MIA International Accountant Conference
5
1 day
Raja Dato’ Seri Abdul Aziz bin Raja Salim
• Specialised and Islamic Finance and the opportunity for growth
4
03.04.2012
Masahiko Yamaguchi
• Process Refine Managenementand Utilize CAE in early Stage of Design
3
Duration
Tan Sri Datuk Asmat Bin Kamaludin
• Leaders Luncheon with YB Dato‘ Sri Idris Jala
-Sustaining Progress in the Face of Economic Uncertainty
2
Date Attended
Takayuki Tadano
• Understanding The Governance Framework for Boardroom Excellence
• Mandatory Accreditation Programme for Directors of Public Listed
Companies
14.03.2013
1 day
12~13.09.2013
2 days
20
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statement on Corporate Governance
BOARD COMMITTEES
The Board has established several Board Committees whose compositions and terms of reference are drawn up in accordance
with the best practices prescribed by the Malaysian Code on Corporate Governance. The functions as well as authority
delegated to the Board Committees are clearly defined in their terms of reference.
The Board Committees of the Company consist of the Audit Committee, Nomination Committee and Remuneration Committee.
The Chairman of the respective Board Committees reports the outcome of the Board Committee Meetings to the Board, and
if required, further deliberations are made at Board level.
Audit Committee
The Audit Committee provides independent review of the Company’s financial results and internal control system to ensure
compliance with the statutory and accounting policy disclosures requirements and to maintain a sound system of internal
control. A full Audit Committee Report enumerating its membership, terms of reference and summary of activities is set out on
pages 24 to 26 of the Annual Report.
On a formal assessment on the performance and effectiveness of the Audit Committee and its members, the Board with
the exception of the Directors who are also Audit Committee are generally satisfied that the size of the Audit Committee
is large enough to perform the duties as defined and its judgment is not impaired as they are sufficiently independent from
management. The Chairman of the Audit Committee has the strength, personality and tact dealing with Directors, Internal and
External Auditors. In addition, the Chairman of the Audit Committee is experienced and effective in conducting meetings. The
Audit Committee members have also fulfilled the requirements in terms of roles and responsibilities, in relations with External
Auditors and Internal Auditors.
Nomination Committee
The Nomination Committee membership is comprise entirely of Independent Non-Executive Directors, as follows:
No.
Name
Designation
1.
Raja Dato’ Seri Abdul Aziz bin Raja Salim (Chairman)
Independent Non-Executive Director
2.
Razman Hafidz bin Abu Zarim (Member)
Independent Non-Executive Director
3.
Datuk Supperamaniam a/l Manickam (Member)
Independent Non-Executive Director
Pursuant to the terms of reference of the Nomination Committee, the main responsibilities of the Nomination Committee
include:
• Recommend new nominees to the Board as well as Board Committees for the Board’s consideration;
• Annually review the Board’s required mix of skills, experience and other qualities, including core competencies, which the
Non-Executive Directors should bring to the Board; and
• Annually assess the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each
individual Director.
Evaluation of Performance, Mix of Skills, Experience and Qualities
Based on the current position and practices of the Company, the Nomination Committee upon its review on 28 May 2012 was
satisfied that the Board and Board Committees structure, size, composition, mix of skills and qualities of the Directors were
appropriate and conformed to the best practices in the Malaysian Code on Corporate Governance.
The Nomination Committee also conducted a formal assessment of performance and effectiveness of the Board, Audit
Committee, Remuneration Committee as well as individual Directors. The performance of Nomination Committee itself,
however, was evaluated by the Chairman of the Board. As a post-evaluation process, the Company Secretary had summarised
the results of evaluation and reported to the Directors allowing them to know their standing and the Board was encouraged to
take actions on the outcome of evaluation by recommending remedial measures on areas that need improvements.
Annual Report 2013
21
Statement on Corporate Governance
Evaluation of Performance, Mix of Skills, Experience and Qualities (Cont’d)
Save for the Nomination Committee members who are also a member of the Board and have abstained from assessing their
own individual performance as Director of the Company, each of the Nomination Committee Members view that all the Directors
have good personal attributes and possess sufficient experience and knowledge in various fields that are vital to the Company’s
industry. On the Board evaluation, the Committee agreed that all the Directors have discharged their stewardship duties and
responsibilities towards the Company as a Director effectively. In general, the Board and Board Committees were functioning
effectively as a whole having indicated a high level of compliance and integrity.
Re-election and Re-appointment
In accordance with the Company’s Articles of Association, all Directors appointed by the Board are subject to retirement and reelection by shareholders at the first opportunity after their appointment. It also provides that at least one-third of the remaining
Directors including the Managing Director, are subject to retirement by rotation at each Annual General Meeting (“AGM”). All
Directors shall retire from office at least once in every 3 years and shall be eligible for re-election.
Each year, the Nomination Committee assesses the experience, competence, integrity and capability of each Director including
the Director over 70 years old who wishes to continue his office before making recommendation to the Board. Directors who
are due for re-election or re-appointment at the forthcoming AGM were shown in the notice of AGM.
Remuneration Committee
The current Remuneration Committee comprises of the following members, the majority of whom are Independent Directors:
No.
Name
Designation
1.
Raja Dato’ Seri Abdul Aziz bin Raja Salim (Chairman)
Independent Non-Executive Director
2.
Razman Hafidz bin Abu Zarim (Member)
Independent Non-Executive Director
3.
Takayuki Tadano (Member)
Executive Director
At a meeting held on 28 May 2012 the Remuneration Committee made a recommendation to the Board for payment of
Directors’ fees not exceeding RM273,000 in aggregate for the financial year ended 31 March 2013 to the Independent NonExecutive Directors. It was approved by the Shareholders at the AGM.
The remuneration package of the Non-Executive Directors including the Non-Executive Chairman was determined by linking
their remuneration to the time commitment of each director and whether the Directors take on additional responsibilities such
as chairmanship or membership of the Board committees or Senior Independent Non-Executive Director and is a matter of the
Board as a whole. The Non-Executive Directors who have an interest do not participate in discussions on their remuneration.
The Remuneration Committee Members were also briefed on the basis of determination of remuneration package applied to
the Executive Directors of the Company, which comprised of basic salary, annual adjustment, performance incentive, bonus
and benefit-in-kind. The Company takes cognisant that the compensation packages of the Executive Directors appointed by
Panasonic Corporation are subject to the global compensation practices of the worldwide Panasonic Group of Companies.
22
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statement on Corporate Governance
Directors’ Remuneration
The details of the remuneration of the Directors of the Company for the financial year ended 31 March 2013 are as follows:
Descriptions
Fees
Meeting allowance
Salary and other remuneration
Benefits-in-kind (BIK)
Executive Director
RM
Non-Executive Director
RM
Total
RM
-
273,000
273,000
-
26,400
1,923,589
126,843
-
26,400
1,923,589
126,843
Total
2,050,432
299,400
2,349,832
Total (excluding BIK)
1,923,589
299,400
2,222,989
The remuneration of the Directors for the financial year ended 31 March 2013 in the respective bands of RM50,000 is as follows:
Range of Remuneration
Executive Director
Non-Executive Director
Total
RM0 to 50,000
-
3
3
RM50,001 to RM100,000
-
4
4
RM150,001 to RM200,000
1
-
1
RM200,001 to RM250,000
-
-
-
RM450,001 to RM500,000
2
-
2
RM600,001 to RM650,000
-
-
-
RM750,001 to RM800,000
1
-
1
The Company, Directors and officers have jointly contributed to a Directors and Officers Elite Insurance Policy since 2002.
However, the said insurance policy does not indemnify a Director or officer for any offence or conviction involving negligence,
fraud, dishonesty or breach of duty or trust.
RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS
The communication of clear, relevant and comprehensive information which is timely and readily accessible by all stakeholders
is important to shareholders and investors for informed investment decision making. The means of communication with
shareholders and investors are as follows:
Investor Relations
In line with the Main Market Listing Requirements, effort was made to improve the investor relations via the enhancement
of the Company’s website to allow the direct and easy access by the shareholders, investors and members of public to the
Company’s announcements, quarterly results, Annual Reports, Circulars to Shareholders etc released through Bursa Link and
corporate videos presented to the shareholders during the AGM.
The Chairman, Executive Director and/or Management held meetings with major shareholders, fund managers and investment
analysts, at their request, and Minority Shareholders Watchdog Group to enable them to gain a better understanding of the
Company’s business and operational activities to make informed investment decisions. Nevertheless, information is disseminated
in strict adherence to the corporate disclosure requirements of Bursa Malaysia Securities Berhad.
Annual General Meeting
An active communication session was held with individual shareholders, proxies and corporate representatives who raised
questions and concerns at the AGM. All resolutions put to the vote of the AGM were decided on a show of hands.
The Chairman and Managing Director are delegated with the authority to speak on behalf of the Company to members of the
Press. A press statement was released to the Media after the conclusion of the AGM.
Annual Report 2013
23
Statement on Corporate Governance
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board as a whole is responsible for the accuracy and integrity of the Company’s financial reporting. The Board, with
assistance of the Audit Committee which provide a more specialised oversight of the financial reporting process, scrutinises all
quarterly results and annual statutory financial statements prior to official release to regulatory authorities and shareholders.
Directors’ Responsibility Statement
The Board is required by the Companies Act, 1965 to ensure that the financial statements of the Company and its associated
company (“the Combined Entity”) represent a true and fair view of the state of affairs of the Combined Entity and that they are
prepared in accordance with the applicable approved accounting standards in Malaysia, by applying appropriate accounting
policies consistently and making prudent and reasonable judgments and estimates. Independent opinions and reports by
External Auditors have added credibility to financial statements released by the Company.
The Board has a general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the
Combined Entity and to prevent and detect fraud and other irregularities.
Internal Control
The Board, with the assistance of the Audit Committee, continues to review its internal control processes and procedures to
ensure as far as possible, that it maintains adequate levels of protection over its assets and the shareholders’ investments. The
Statement on Risk Management and Internal Control is set out on pages 27 to 29 of the Annual Report.
Relationship with Auditors
The Board has established a transparent relationship with the Company’s External Auditors and Internal Auditors via the Audit
Committee who has explicit authority to communicate directly with them.
The External Auditors are working closely with the Internal Auditors and Tax Consultants, without compromising their
independence. Their liaison with the Internal Auditors would be in accordance with International Standards on Auditing (ISA)
No. 610: “Considering the Work of Internal Auditing”, with the main objective of avoiding duplication of efforts to maximise audit
effectiveness and efficiency. The External Auditors will continue to review all Internal Audit reports and discuss findings with the
Internal Auditors.
In accordance with the principles set out in ISA No. 260 “Communicating of Audit Matters with Those Charged with Governance”,
the External Auditors have brought to the Board’s attention through the Audit Committee, all the significant accounting, auditing,
taxation, internal accounting systems & process control and other related matters that arise from the audit of the financial
statements of the Combined Entity. Audit Committee Members meet External Auditors twice a year without presence of
management to discuss on key concerns and obtain feedback relating to the Company’s affairs.
The Statement is made in accordance with the resolution of the Board of Directors dated 30 May 2013.
24
Panasonic Manufacturing Malaysia Berhad (6100-K)
Audit Committee Report
The Board of Directors of the Company (“the Board”) is pleased to present the Audit Committee Report for the financial year
ended 31 March 2013.
COMPOSITION
The composition of the Audit Committee comprise only of Independent Non-Executive Directors. The members of the Audit
Committee and records of attendance of each member at Audit Committee meetings held during the financial year ended 31
March 2013 are as follows:
No.
Name of Audit Committee Member
No. of Meetings Attended
1.
Raja Dato’ Seri Abdul Aziz bin Raja Salim (Chairman)
(Independent Non-Executive Director)
4/4
2.
Razman Hafidz bin Abu Zarim (Member)
(Independent Non-Executive Director)
4/4
3.
Datuk Supperamaniam a/l Manickam (Member)
(Independent Non-Executive Director)
4/4
The current Audit Committee comprises of 3 Independent Non-Executive Directors. The Chairman of the Audit Committee,
Raja Dato’ Seri Abdul Aziz and also Encik Razman are Members of the Malaysian Institute of Accountants and hence, the
Company is in compliance with the Main Market Listing Requirements and Practice Note 13, which requires at least 1 Member
of the Audit Committee to be a qualified accountant.
CONDUCT OF MEETINGS
The Audit Committee meets on a quarterly basis. There were 4 Audit Committee Meetings held during the financial year ended
31 March 2013 and the Company Secretaries were present at all the Audit Committee Meetings. The Managing Director,
Executive Director, Finance General Manager, External Auditors and/or Internal Auditors were invited to attend the Audit
Committee Meetings. The minutes of each meeting was tabled to and noted by the Board. The Chairman of Audit Committee
reports on the main findings and deliberations of the Audit Committee Meeting to the Board.
DUTIES AND RESPONSIBILITIES
In fulfilling its primary objectives, the Audit Committee shall undertake the following duties and responsibilities and report the
same to the Board for approval:
Financial Reporting and Compliance
1.
To review the quarterly results and annual audited financial statements of the Company, prior to the approval of the Board
focusing particularly on:
(a)
(b)
(c)
(d)
2.
changes in or implementation of new accounting policies and practices;
significant and unusual events;
compliance with applicable approved accounting standards and other legal or regulatory requirements; and
going concern assumption.
To review all related party transaction, as submitted by Management and any conflict of interest situation that may arise
within the Company, including any transaction, procedure or course of conduct that raises question of management
integrity;
Annual Report 2013
25
Audit Committee Report
Risk Management and Internal Audit
3.
To consider and approve Annual Risk Management Plan and be satisfied that the methodology employed allows the
identification, analysis, assessment, monitoring and communication of risks in a regular manner that will allow the Company
to minimise losses and maximise opportunities;
4.
To consider and approve the Annual Internal Audit Plan and programme and be satisfied as to the adequacy of coverage
and audit methodologies employed;
5.
To ensure that the system of internal control is soundly in place, effectively administered and regularly monitored and to
review the extent of compliance with established internal policies, standards, plans and procedures;
6.
To review and approve the reports on internal audit and risk management and to ensure that appropriate actions are taken
on the recommendations of the internal audit and risk management functions;
7.
To recommend to the Board steps to improve the system of internal control derived from the findings of the Internal
Auditors and External Auditors and from the consultations from the Audit Committee itself;
8.
To review the adequacy of the scope, functions, competency and resources of the internal audit functions and that it has
the necessary authority to carry out its work;
9.
To review any assessment of the performance and to approve any appointment, resignation or termination of the outsourced
Internal Auditors function and inform itself of any resignations and reasons thereof;
Statutory and Non-Statutory Audit
10. To review and discuss with the External Auditors, prior to the commencement of audit, the audit plan which states the
nature and scope of the audit;
11. To review any matters concerning the appointment and re-appointment, audit fees and any questions of resignation,
dismissal or removal of the External Auditors;
12. To review factors related to the independence and objectivity of External Auditors and their services including non-statutory
audit services;
13. To discuss on findings, problems and reservations arising from the interim and final statutory audits, External Auditors’
Audit Committee Report and any matters the External Auditors may wish to discuss as well as to review the extent of
cooperation and assistance given by the employees of the Company to the External Auditors;
Other Matters
14. To review the Statement of Internal Control and to prepare the Audit Committee Report for the Board’s approval prior to
inclusion in the Annual Report;
15. To consider such other matters as the Audit Committee considers appropriate or as authorised by the Board.
INTERNAL AUDIT FUNCTION
The Internal Audit function is outsourced to an independent consulting firm whose main role is to undertake independent and
systematic review of the system of internal controls so as to provide independent assurance on the adequacy and effectiveness
of risk management, internal controls and governance process of the Company.
The Internal Auditor has no line of responsibility or authority over any operational or administrative function and is independent
of the activities it audited. The professional fees incurred for the Internal Audit function in respect of the financial year ended 31
March 2013 amounted to RM169,215.00.
26
Panasonic Manufacturing Malaysia Berhad (6100-K)
Audit Committee Report
The following internal audit activities were carried out by the Internal Auditors during the financial year under review:
1.
Formulation of and agreement with the Audit Committee on the risk-based internal audit plan that is consistent with the
Company’s objectives and goals.
2.
Conducted various internal audit engagements in accordance with the audit plan.
3.
Self-assessment of its competency and reporting to the Audit Committee of the qualification and experience of its human
resources on yearly basis.
SUMMARY OF ACTIVITIES
In line with the terms of reference of the Audit Committee, the following activities were carried out by the Audit Committee during
the financial year under review:
1.
Review of the unaudited quarterly results and performance of the Company.
2.
Review of the draft Statutory Financial Statements of the Company for the financial year ended 31 March 2012 and
recommended to the Board for approval.
3.
Discussion on the disclosure requirements pursuant to the new accounting standards and Bursa Malaysia Securities
Berhad Listing Requirements.
4.
Discussion on the External Auditors’ Report to the Audit Committee for the financial year ended 31 March 2012 and the
Annual Audit Plan for the financial year ended 31 March 2013.
5.
Meetings with the External Auditors without Management’s presence twice during the year to discuss on key concerns
and obtain feedback on the state of internal controls.
6.
Reviewed and recommended to the Board non-audit services provided by the External Auditors and its affiliates which
included review of Statement on Internal Control, training and provision of advisory services on taxation.
7.
Review of the state of internal control of the Company and extent of compliance with the established policies, procedures
and statutory requirements.
8.
Assessment of performance and competency of the internal audit function.
9.
Review of the draft circular to shareholders in relation to recurrent related party transactions of a revenue or trading nature
(RRPT) and quarterly review of Summary of RRPT.
10. Review of 4 Risk Management Reports and Risk Management Plan for the financial year ended 31 March 2013 and
discussion on the inherent risk of the relevant business processes/units with highlights on key business risks, their causes
and management action plans as well as the status of implementations.
11. Review of the scope of the Internal Audit Plan 2012/2013 and the corresponding fee charged.
12. Review of 4 Internal Audit Reports with recommendations by the Internal Auditors, Management’s response and follow-up
actions taken by the Management and monitoring the same with the Internal Auditors.
13. Review of the Statement on Internal Control and Audit Committee Report prior to the Board’s approval for inclusion in the
Company’s Annual Report 2012.
14. Made recommendations to the Board on the re-appointment of the External Auditors.
15. Discussion on Summary of Assessment on the Performance and Effectiveness of Audit Committee and its members.
Annual Report 2013
27
Statement on Risk Management
and Internal Control
BOARD RESPONSIBILITIES
The Board of Directors of the Company (“Board”) recognizes the importance of sound risk management practices and internal
controls to safeguard shareholders’ investments and the Company’s assets. The Board affirms its overall responsibility for
the Company’s system of risk management and internal control which includes the establishment of an appropriate control
environment and framework, as well as reviewing its adequacy and integrity. The Board is responsible for determining the nature
and extent of the strategic risk that the Company is willing to take to achieve its objectives, whilst in parallel maintaining sound
risk management and systems of internal control.
The Board tasks Management to identify and assess the risks faced by the Company, and thereafter design, implement and
monitor appropriate internal controls to mitigate and control those risks. There are inherent limitations to any system of internal
control and the system is designed to manage and minimize impact rather than completely eliminate risks that may impact the
achievement of the Company’s business objectives. Accordingly, it can only provide reasonable but not absolute assurance
against material misstatement or loss. The system of internal control covers, inter alia, financial, operational and compliance
controls and risk management procedures.
KEY PROCESSES OF THE SYSTEM OF INTERNAL CONTROL
The key processes that have been established in reviewing the adequacy and integrity of the system of internal controls include
the following:
•
The Executive Directors assist the Board in ensuring that the Company’s daily operations are performed in accordance
with the corporate objectives, strategies and the annual budget as well as the policies and business directions that have
been approved.
•
The Audit Committee assists the Board to review the adequacy and integrity of the system of internal control and to ensure
that an appropriate mix of techniques is used to obtain the level of assurance required by the Board. The Audit Committee
reviews the internal control issues identified by the Internal Auditors, the External Auditors, regulatory authorities and
management, and evaluate the adequacy and effectiveness of the risk management and system of internal control.
The Audit Committee also reviews the Internal Audit functions with particular emphasis on the scope of audits and the
competency as well as performance. The minutes of the Audit Committee Meetings are circulated and tabled at each
Board Meeting on a quarterly basis. Further details of the activities undertaken by the Audit Committee are set out in the
Audit Committee Report on page 24 to 26 of the Annual Report.
•
The Internal Audit function in the Company which is outsourced to Lefis Consulting Sdn Bhd (“Lefis”) provides an
independent, assurance and consulting activity, which assists the Company in achieving its objectives. The Internal
Auditors evaluate the efficiency of risk management, the system of internal control, and governance process and highlights
significant findings in respect of any non-compliance with policies and procedures. The Internal Auditors conduct its audits
according to an internal risked based audit plan approved by the Audit Committee.
•
Internal audit activities carried out during the financial year under review included audits conducted on the Company’s
operations, as follows:
1.
2.
Unbilled Quotations and Service Reports (Fan Department SA II)
Procurement of Repairs and Maintenance (Vacuum Cleaner Department)
The Internal Auditors also conducted follow-up audits on review of controls over:
1.
2.
3.
Production and Labour Efficiency Control System at SAII (LVBU – Machine Efficiency)
Production and Labour Efficiency Control System at SAII (Fan – Labour Productivity)
Management of Sanctions Approval Control System for Projects
The quarterly internal audit reports and the annual internal audit plan are reviewed and approved by the Audit Committee
and noted at the quarterly Board meetings.
28
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statement on Risk Management and Internal Control
ENTERPRISE RISK MANAGEMENT PROCESS
Risk Management is firmly embedded in the Company’s management system as the Management firmly believes that risk
management is critical for the Company’s sustainability and the enhancement of shareholder value.
•
Company’s Enterprise Risk Management Objectives
−
−
−
−
−
−
−
Preserve the safety and health of its employees.
Ensure the continuity of its supply to consumers and customers at all times.
Protect its assets and reputation.
Ensure that the Company’s operations do not impact negatively on the community in which it operates and the
environment.
Protect the interests of all other stakeholders.
Promote an effective risk awareness culture where risk management is an integral aspect of the Company’s
management systems.
Ensure compliance with the Malaysian Code of Corporate Governance.
•
The risk management function is outsourced to Lefis, who assists the Board to oversee the overall management of
principal areas of risks of the Company.
•
The Audit Committee is briefed quarterly by Lefis on the Company’s Risk Management Program and its activities in the
Audit Committee meeting.
•
The risk management activities include the review of risk scorecards covering inherent risks, residual risks and control
systems of:
1.
2.
Succession Planning
Natural Disasters, Quality Issues and Soaring Material Prices
•
Management committees have also been established with appropriate empowerment to ensure effective management
and supervision of the Company’s core areas of business operations. These Committees include the Information Security
Management Working Committee, Quality Committee, Safety & Health and Fire Prevention Committee and “Cost Buster”
Committee.
•
The Company’s business units monitor and explain performance against budgets on a monthly basis at the monthly
operation meetings, factory management review meetings, quality assurance review meetings and cost innovation
meetings attended by the Directors and Senior Management of the Company. Comprehensive monthly financial and
management reports are prepared for effective monitoring and decision making. The monitoring of performance variances
are followed up and management actions are taken to rectify any deviations on a timely and effective manner.
•
The Company’s policies, and rules and regulations incorporating control procedures are available in the Company’s intranet
site, which are revised periodically to meet changing business, operational and statutory reporting needs.
•
Accounting manuals are in place towards ensuring that the recordings of financial transactions are complete and
accurate.
Annual Report 2013
29
Statement on Risk Management and Internal Control
conclusion
The control environment forms the foundation for the system of internal control by providing the fundamental discipline and
structure.
For the financial year under review and up to the date of issuance of the financial statements, the Board has received assurance
from the Managing Director and Finance Director that the system of internal control is in place and is satisfactorily adequate to
safeguard shareholders’ interests and the Company’s assets.
The risks taken are at an acceptable level within the context of the business environment throughout the Company and there
were no significant internal control deficiencies or material weaknesses resulting in material losses or contingencies during the
financial year requiring disclosure in the Annual Report.
The Board’s review does not encompass the system of internal control of its associated company, Panasonic Malaysia Sdn Bhd
(“PM”), as it does not have direct control over their operations. Notwithstanding the above, the Company’s interest is served
through representation on the Board of PM and receipt and review of management accounts, reports on quarterly basis, the
key performance of PM and the general market environment. Such initiatives provide the Board with vital information on the
activities of PM and safeguarding of the Company’s interest.
30
Panasonic Manufacturing Malaysia Berhad (6100-K)
Additional Compliance
Information
The following information is presented in compliance with the Listing Requirements of Bursa Malaysia Securities Berhad:
(1)Utilisation of Proceeds raised from Corporate Proposal
Not applicable.
(2) Share Buybacks
The Company does not have any share buyback scheme in place.
(3)Options, Warrants or Convertible Securities
There were no options, warrants or convertible securities issued and exercised during the financial year under review.
(4) American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”)
The Company did not sponsor any ADR or GDR programme during the financial year under review.
(5) Sanctions and/or Penalties Imposed
There were no sanctions and/or penalties imposed on the Company, Directors or Management by the relevant regulatory
authorities during the financial year under review.
(6)Non-Audit Fees
For the financial year under review, the non-audit fees incurred by the Company to the External Auditors, Messrs.
PricewaterhouseCoopers and its affiliated company were RM100,500.
(7) Variation in Results
There were no variances between the audited results for the financial year ended 31 March 2013 and the unaudited
results announced to Bursa Malaysia Securities Berhad on 30 May 2013. The Company did not make or release any profit
estimate, forecast or projection for the financial year under review.
(8)Profit Guarantee
There was no profit guarantee received by the Company during the financial year under review.
(9)Material Contracts
There were no material contracts of the Company, involving Directors’ and major shareholders’ interests, entered into
since the end of the previous financial year or still subsisting at the end of the financial year under review.
Financial
Statements
32
Directors’ Report
36
Statements of Comprehensive Income
37
Statements of Financial Position
38
Combined Statements of Changes in Equity
39
Company Statements of Changes in Equity
40
Statements of Cash Flows
42
Summary of Significant Accounting Policies
52
Notes to the Financial Statements
80
Statement by Directors
80
Statutory Declaration
81
Independent Auditors’ Report
32
Panasonic Manufacturing Malaysia Berhad (6100-K)
Directors’ Report
The Directors have pleasure in submitting their annual report together with the audited financial statements of the Company and
its associated company (“Combined Entity”) and of the Company for the financial year ended 31 March 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Company consist of the manufacture and sale of electrical home appliances and related
components. There have been no significant changes in the nature of these activities during the financial year. The principal
activities of the associated company are set out in Note 11 to the financial statements.
FINANCIAL RESULTS
Net profit for the financial year
Combined
Entity
RM’000
Company
RM’000
75,094
73,216
DIVIDENDS
The amount of dividends on ordinary shares paid or declared by the Company since 31 March 2012 are as follows:
RM’000
(a)
(b)
In respect of the financial year ended 31 March 2012 as shown in the Directors’ report of that financial year:
A final dividend of 35 sen per ordinary share of RM1.00 less 25% income tax paid on 9 September 2012
15,946
A special dividend of 70 sen per ordinary share of RM1.00 less 25% income tax paid on 9 September 2012
31,891
In respect of the financial year ended 31 March 2013:
An interim dividend of 15 sen per ordinary share of RM1.00 less 25% income tax paid on 10 January 2013
6,834
54,671
The dividend amount payable is based on the Company’s issued and paid up capital as at 31 March 2013. The Directors now
recommend the payment of a final gross dividend of 35 sen per ordinary share of RM1.00 less income tax of 25% (2012: 35
sen per ordinary share of RM1.00 less income tax of 25%), amounting to RM15,945,767 (2012: RM15,945,767) and a special
gross dividend of 138 sen per ordinary share of RM1.00 less income tax of 25% (2012: 70 sen per ordinary share of RM1.00
less income tax of 25%), amounting to RM62,871,882 (2012: RM31,891,535) which, subject to the approval of members at
the forthcoming Annual General Meeting of the Company, will be paid on 20 September 2013 to shareholders registered in the
Record of Depositors as at 9 September 2013. These financial statements do not reflect the final and special dividends which
will be accounted for in the financial year ending 31 March 2014 when approved by the shareholders.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the
financial statements and notes to the financial statements.
Annual Report 2013
33
Directors’ Report
DIRECTORS
The Directors of the Company who have held office since the date of the last report are as follows:
Tan Sri Datuk Asmat bin Kamaludin
Masahiko Yamaguchi
Raja Dato’ Seri Abdul Aziz bin Raja Salim
Chen Ah Huat
Razman Hafidz bin Abu Zarim
Datuk Supperamaniam a/l Manickam
Toshiro Okamoto
Mikio Matsui
Takayuki Tadano
Yosuke Matsunaga
Toshihiro Ukita
Lee Wee Leong
(Appointed on 01.04.2013)
(Retired on 15.08.2012)
(Retired on 31.03.2013)
In accordance with Article 97 of the Company’s Articles of Association, Tan Sri Datuk Asmat bin Kamaludin and Masahiko
Yamaguchi retire by rotation at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-election.
In accordance with Article 102 of the Company’s Articles of Association, Toshiro Okamoto, Mikio Matsui and Takayuki Tadano,
retire under casual vacancy at the forthcoming Annual General Meeting, and being eligible, offer themselves for re-election.
In accordance with Section 129 of the Companies Act, 1965, Raja Dato’ Seri Abdul Aziz bin Raja Salim retires at the
forthcoming Annual General Meeting and offers himself for re-appointment to hold office until the conclusion of the next
Annual General Meeting.
DIRECTORS’ BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangements
with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or
debentures of the Company or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than
Directors’ remuneration as disclosed in Note 6 to the financial statements) by reason of a contract made by the Company or a
related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial
financial interest.
DIRECTORS’ INTERESTS IN SHARES
According to the Register of Directors’ Shareholdings, the interests of Directors who held office at the end of the financial year
in the shares in the Company and ultimate holding company during the financial year are as follows:
Shareholdings in the name of the Director:
(i)
Interest in the Company
Number of ordinary shares of RM1 each
At
1.4.2012
Acquired
Disposed
At
31.3.2013
2,000*
-
-
2,000*
Chen Ah Huat
* Indirect interest (shares held by the spouse of the Director)
34
Panasonic Manufacturing Malaysia Berhad (6100-K)
Directors’ Report
DIRECTORS’ INTERESTS IN SHARES (cont’d)
(ii)
Interest in Panasonic Corporation (“PC”), the ultimate holding company
Number of PC common stock
Masahiko Yamaguchi
At
1.4.2012
Acquired
Disposed
At
31.3.2013
3,000
-
-
3,000
None of the other Directors in office at the end of the financial year held any interest in shares of the Company and its related
corporations during the financial year.
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS
Before the statements of comprehensive income and statements of financial position were made out, the Directors took
reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had
been made for doubtful debts; and
(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their
values as shown in the accounting records of the Combined Entity and of the Company had been written down to an
amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial
statements of the Combined Entity and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Combined Entity and of the
Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Combined Entity
and of the Company misleading or inappropriate.
At the date of this report, there does not exist:
(a) any charge on the assets of the Combined Entity and of the Company which has arisen since the end of the financial year
which secures the liability of any other person; or
(b) any contingent liability of the Combined Entity and of the Company which has arisen since the end of the financial year.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months
after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Combined
Entity and of the Company to meet their obligations when they fall due.
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial
statements which would render any amount stated in the financial statements misleading.
Annual Report 2013
35
Directors’ Report
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS (Cont’d)
In the opinion of the Directors,
(a) the results of the Combined Entity and of the Company’s operations for the financial year were not substantially affected
by any item, transaction or event of a material and unusual nature; and
(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Combined Entity
and of the Company for the financial year in which this report is made.
CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main Market of
Bursa Malaysia Securities Berhad.
The address of the registered office and principal place of business of the Company is as follows:
No. 3 Jalan Sesiku 15/2
Section 15
Shah Alam Industrial Site
40200 Shah Alam
Selangor Darul Ehsan
ULTIMATE HOLDING COMPANY
The Directors regard Panasonic Corporation, a company incorporated in Japan, as the Company’s ultimate holding company.
AUDITORS
Our auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
In accordance with a resolution of the Board of Directors dated 30 May 2013.
TAN SRI DATUK ASMAT BIN KAMALUDIN
DIRECTOR
MASAHIKO YAMAGUCHI
DIRECTOR
36
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statements of
Comprehensive Income
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013
Combined Entity
Company
Note
2013
RM’000
2012
RM’000
2013
RM’000
2012
RM’000
4
864,645
825,833
864,645
825,833
Cost of sales
(712,706)
(689,527)
(712,706)
(689,527)
Gross profit
151,939
136,306
151,939
136,306
Revenue
Other operating income
24,454
24,089
27,639
28,548
Distribution and marketing costs
(53,389)
(53,163)
(53,389)
(53,163)
Administrative expenses
(25,559)
(21,777)
(25,559)
(21,777)
(6,782)
(6,714)
(6,782)
(6,714)
Other operating expenses
Profit from operations
5
90,663
78,741
93,848
83,200
4,267
6,470
0
0
94,930
85,211
93,848
83,200
(19,836)
(18,804)
(20,632)
(19,918)
75,094
66,407
73,216
63,282
Other comprehensive income, net of tax
0
0
0
0
Total comprehensive income for the year
75,094
66,407
73,216
63,282
124
109
121
104
Share of results of associated company (net of tax)
Profit before taxation
Taxation
7
Net profit for the financial year
Earnings per share (sen)
- basic/diluted
8
Annual Report 2013
37
Statements of Financial Position
as at 31 MARCH 2013
Combined Entity
Note
31.3.2013
RM’000
31.3.2012
RM’000
Company
1.4.2011
RM’000
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
ASSETS
NON-CURRENT ASSETS
Property, plant and equipment
10
71,292
75,606
63,459
71,292
75,606
63,459
Interest in associated company
11
132,869
130,991
127,866
2,000
2,000
2,000
Deferred tax assets
12
14,982
11,757
14,757
14,982
11,757
14,757
219,143
218,354
206,082
88,274
89,363
80,216
CURRENT ASSETS
Inventories
13
21,511
18,293
18,789
21,511
18,293
18,789
Trade and other receivables
14
76,461
52,757
53,435
76,461
52,757
53,435
0
2,445
0
0
2,445
0
Tax recoverable
Derivative financial instruments
15
150
662
1,184
150
662
1,184
Fixed deposits
16
500,135
470,079
500,787
500,135
470,079
500,787
Cash and bank balances
16
Total assets
241
323
151
241
323
151
598,498
544,559
574,346
598,498
544,559
574,346
817,641
762,913
780,428
686,772
633,922
654,562
EQUITY
Capital and reserves attributed to
equity holders
Share capital
17
60,746
60,746
60,746
60,746
60,746
60,746
Retained earnings
18
607,389
586,966
586,620
476,520
457,975
460,754
668,135
647,712
647,366
537,266
518,721
521,500
Total equity
LIABILITIES
NON-CURRENT LIABILITY
332
1,396
3,367
332
1,396
3,367
332
1,396
3,367
332
1,396
3,367
20
127,040
98,256
114,283
127,040
98,256
114,283
Provision for liabilities and charges
19
16,825
15,003
13,946
16,825
15,003
13,946
Derivative financial instruments
15
521
546
14
521
546
14
Provision for liabilities and charges
19
CURRENT LIABILITIES
Trade and other payables
4,788
0
1,452
4,788
0
1,452
149,174
113,805
129,695
149,174
113,805
129,695
Total liabilities
149,506
115,201
133,062
149,506
115,201
133,062
Total equity and liabilities
817,641
762,913
780,428
686,772
633,922
654,562
Taxation
38
Panasonic Manufacturing Malaysia Berhad (6100-K)
Combined Statements of
Changes in Equity
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013
Issued and fully paid ordinary
shares of RM1 each
Note
Number
of shares
’000
Nominal
value
RM’000
Retained
earnings
RM’000
Total
RM’000
60,746
60,746
586,620
647,366
0
0
66,407
66,407
Combined Entity
At 1 April 2011
Total comprehensive income for the financial year
Transactions with owners
Dividends:
- Final dividend for the financial year ended
31 March 2011
9
0
0
(15,946)
(15,946)
- Special dividend for the financial year ended
31 March 2011
9
0
0
(43,281)
(43,281)
- Interim dividend for the financial year ended
31 March 2012
9
0
0
(6,834)
(6,834)
0
0
(66,061)
(66,061)
At 31 March 2012
60,746
60,746
586,966
647,712
At 1 April 2012
60,746
60,746
586,966
647,712
0
0
75,094
75,094
Total comprehensive income for the financial year
Transactions with owners
Dividends:
- Final dividend for the financial year ended
31 March 2012
9
0
0
(15,946)
(15,946)
- Special dividend for the financial year ended
31 March 2012
9
0
0
(31,891)
(31,891)
- Interim dividend for the financial year ended
31 March 2013
9
0
0
(6,834)
(6,834)
0
0
(54,671)
(54,671)
60,746
60,746
607,389
668,135
At 31 March 2013
Annual Report 2013
39
Company Statements of
Changes in Equity
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013
Issued and fully paid
ordinary shares of RM1 each
Note
Distributable
Number
of shares
’000
Nominal
value
RM’000
Retained
earnings
RM’000
Total
RM’000
60,746
60,746
460,754
521,500
0
0
63,282
63,282
Company
At 1 April 2011
Total comprehensive income for the financial year
Transactions with owners
Dividends:
- Final dividend for the financial year ended
31 March 2011
9
0
0
(15,946)
(15,946)
- Special dividend for the financial year ended
31 March 2011
9
0
0
(43,281)
(43,281)
- Interim dividend for the financial year ended
31 March 2012
9
0
0
(6,834)
(6,834)
0
0
(66,061)
(66,061)
At 31 March 2012
60,746
60,746
457,975
518,721
At 1 April 2012
60,746
60,746
457,975
518,721
0
0
73,216
73,216
Total comprehensive income for the financial year
Transactions with owners
Dividends:
- Final dividend for the financial year ended
31 March 2012
9
0
0
(15,946)
(15,946)
- Special dividend for the financial year ended
31 March 2012
9
0
0
(31,891)
(31,891)
- Interim dividend for the financial year ended
31 March 2013
9
0
0
(6,834)
(6,834)
0
0
(54,671)
(54,671)
60,746
60,746
476,520
537,266
At 31 March 2013
40
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statements of Cash Flows
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013
Combined Entity
Company
2013
RM’000
2012
RM’000
2013
RM’000
2012
RM’000
75,094
66,407
73,216
63,282
26,720
24,182
26,720
24,182
52
61
52
61
CASH FLOWS FROM OPERATING ACTIVITIES
Net profit for the financial year
Adjustments:
Property, plant and equipment
- depreciation
- write offs
- gain on disposal
Provision of liabilities and charges
(89)
4,355
(89)
4,355
(149)
3,315
(3,185)
(4,459)
Interest income
(15,639)
(15,770)
(15,639)
(15,770)
Taxation
19,836
18,804
Share of results of associated company
(4,267)
Dividend income from associated company (gross)
Net unrealised foreign exchange loss/(gain)
Fair value loss on derivative financial instruments
0
(149)
3,315
823
0
20,632
19,918
(6,470)
0
0
(95)
823
(95)
487
1,054
487
1,054
107,372
91,339
107,372
91,339
Changes in working capital
Inventories
(3,218)
496
(3,218)
496
Trade and other receivables
(23,905)
2,223
(23,905)
2,223
Trade and other payables
28,784
(16,085)
28,784
(16,085)
Cash generated from operations
109,033
77,973
109,033
77,973
Taxation paid
(18,400)
(20,815)
(18,400)
(20,815)
Tax refunded
2,572
Rework cost paid
(1,091)
(1,960)
(1,091)
(1,960)
Warranty paid
(1,775)
(1,436)
(1,775)
(1,436)
(18)
(16)
(18)
(16)
Retirement gratuity scheme paid
Employee welfare scheme paid
Net cash flow from operating activities
(713)
89,608
0
(817)
52,929
2,572
(713)
89,608
0
(817)
52,929
Annual Report 2013
41
Statements of Cash Flows
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2013
Combined Entity
Note
2013
RM’000
2012
RM’000
Company
2013
RM’000
2012
RM’000
CASH FLOWS FROM INVESTING ACTIVITIES
(22,458)
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
(36,422)
(22,458)
(36,422)
89
181
89
181
15,572
15,684
15,572
15,684
Dividends received (net)
2,389
3,344
2,389
3,344
Net cash flow used in investing activities
(4,408)
(17,213)
(4,408)
(17,213)
Dividends paid
(54,671)
(66,061)
(54,671)
(66,061)
Net cash flow used in financing activity
(54,671)
(66,061)
(54,671)
(66,061)
NET CHANGE IN CASH AND CASH
EQUIVALENTS
30,529
(30,345)
30,529
(30,345)
Interest received
CASH FLOWS FROM FINANCING ACTIVITY
CURRENCY TRANSLATION DIFFERENCES
(555)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF THE FINANCIAL YEAR
CASH AND CASH EQUIVALENTS AT END OF
THE FINANCIAL YEAR
16
(191)
(555)
(191)
470,402
500,938
470,402
500,938
500,376
470,402
500,376
470,402
42
Panasonic Manufacturing Malaysia Berhad (6100-K)
Summary of Significant
Accounting Policies
for the financial year ended 31 MARCH 2013
Unless otherwise stated, the following accounting policies have been applied consistently in dealing with items which are
considered material in relation to the financial statements.
The Company and its associated company’s (“Combined Entity’s”) and the Company’s financial statements have been approved
for issue by the Board of Directors on 30 May 2013.
A
BASIS OF PREPARATION
The Combined Entity and the Company financial statements have been prepared in accordance with the provisions of the
Malaysian Financial Reporting Standards (“MFRS”), International Financial Reporting Standards and the requirements of
the Companies Act, 1965 in Malaysia.
The financial statements of the Combined Entity and the Company for the year ended 31 March 2013 are the first set of
financial statements prepared in accordance with the MFRS, including MFRS 1 ‘First-time adoption of MFRS’.
The transition to the MFRS framework does not have any impact on the comparative information in the financial statements
of the Combined Entity and the Company as the Combined Entity and the Company have adopted the same accounting
policies in its opening MFRS statement of financial position at 1 April 2011 and for all the years presented as if these
policies had always been in effect. The transition to MFRS does not have a material impact on the Combined Entity’s and
the Company’s reported financial position, financial performance and cash flows.
Subsequent to the transition in the financial reporting framework to MFRS on 1 April 2012, the comparative information
has not been audited under MFRS. However, the comparative statements of financial position as at 31 March 2012,
comparative statements of comprehensive income, changes in equity and cash flows for the year then ended have been
audited under the previous financial reporting framework, Financial Reporting Standards in Malaysia.
MFRS estimates as at transition date are consistent with the estimates as at same date made in conformity with FRS.
The financial statements of the Combined Entity and the Company have been prepared under the historical cost convention,
except as disclosed in this summary of significant accounting policies.
The preparation of financial statements in conformity with MFRS requires the use of certain critical accounting estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the
reported period. It also requires Directors to exercise their judgment in the process of applying the Combined Entity
and the Company’s accounting policies. Although these estimates and judgment are based on the Directors’ best
knowledge of current events and actions, actual results may differ. The areas involving a higher degree of judgment or
complexity, or areas where assumptions and estimates are significant to the financial statements are as disclosed in
Note 2 to the financial statements.
B
ACCOUNTING STANDARDS, AMENDMENTS TO PUBLISHED STANDARDS AND INTERPRETATIONS
Standards, amendments to published standards and interpretations to existing standards that are applicable to the
Combined Entity and the Company but not yet effective.
The Combined Entity and the Company will apply the new standards, amendments and interpretations in the following period:
(i)Financial year beginning on/after 1 April 2013
•
MFRS 12, ‘Disclosures of Interests in Other Entities’ (effective from 1 January 2013) sets out the required disclosures
for entities reporting under the two new standards, MFRS 10 and MFRS 11, and replaces the disclosure requirements
currently found in MFRS 128, ‘Investments in Associates’. It requires entities to disclose information that helps
financial statement readers to evaluate the nature, risks and financial effects associated with the entity’s interests in
subsidiaries, associates, joint arrangements and unconsolidated structured entities.
The Combined Entity and the Company will apply this standard from financial period beginning 1 April 2013.
Annual Report 2013
43
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
B
ACCOUNTING STANDARDS, AMENDMENTS TO PUBLISHED STANDARDS AND INTERPRETATIONS
(CONT’D)
Standards, amendments to published standards and interpretations to existing standards that are applicable to the
Combined Entity and the Company but not yet effective and have not been early adopted (Cont’d):
(i)Financial year beginning on/after 1 April 2013 (Cont’d)
•
MFRS 13 “Fair Value Measurement” (effective from 1 January 2013) aims to improve consistency and reduce
complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure
requirements for use across MFRSs. The requirements do not extend the use of fair value accounting but provide
guidance on how it should be applied where its use is already required or permitted by other standards. The enhanced
disclosure requirements are similar to those in MFRS 7 “Financial Instruments: Disclosures”, but apply to all assets
and liabilities measured at fair value, not just financial ones.
The Company will apply this standard from financial period beginning 1 April 2013.
•
The revised MFRS 128, ‘Investments in Associates and Joint Ventures’ (effective from 1 January 2013) includes the
requirements for joint ventures, as well as associates, to be equity accounted following the issue of MFRS 11.
The Combined Entity and the Company will apply this standard from financial period beginning 1 April 2013.
•
Amendment to MFRS 101 “Presentation of Items of Other Comprehensive Income” (effective from 1 July 2012) requires
entities to separate items presented in ‘other comprehensive income’ (“OCI”) in the statement of comprehensive
income into two groups, based on whether or not they may be recycled to profit or loss in the future. The amendments
do not address which items are presented in OCI.
The Combined Entity and the Company will apply this standard from financial period beginning 1 April 2013.
•
Amendment to MFRS 119, ‘Employee benefits’ (effective from 1 January 2013) makes significant changes to the
recognition and measurement of defined benefit pension expense and termination benefits, and to the disclosures for
all employee benefits. Actuarial gains and losses will no longer be deferred using the corridor approach. MFRS 119
shall be withdrawn on application of this amendment.
•
Amendment to MFRS 7, ‘Financial Instruments: Disclosures’ (effective from 1 January 2013) requires more extensive
disclosures focusing on quantitative information about recognised financial instruments that are offset in the statement
of financial position and those that are subject to master netting or similar arrangements irrespective of whether they
are offset.
(ii)Financial year beginning on/after 1 April 2014
•
Amendment to MFRS 132, ‘Financial Instruments: Presentation’ (effective from 1 January 2014) does not change
the current offsetting model in MFRS 132. It clarifies the meaning of ‘currently has a legally enforceable right of setoff’ that the right of set-off must be available today (not contingent on a future event) and legally enforceable for all
counterparties in the normal course of business. It clarifies that some gross settlement mechanisms with features that
are effectively equivalent to net settlement will satisfy the MFRS 132 offsetting criteria.
(iii)Financial year beginning on/after 1 April 2015
•
MFRS 9, ‘Financial Instruments – Classification and Measurement of Financial Assets and Financial Liabilities’
(effective from 1 January 2015) replaces the multiple classification and measurement models in MFRS 139 with a
single model that has only two classification categories: amortised cost and fair value. The basis of classification
depends on the entity’s business model for managing the financial assets and the contractual cash flow
characteristics of the financial asset.
The accounting and presentation for financial liabilities and for de-recognising financial instruments has been relocated
from MFRS 139, without change, except for financial liabilities that are designated at fair value through profit or loss
(‘FVTPL’). Entities with financial liabilities designated at FVTPL recognise changes in the fair value due to changes in
the liability’s credit risk directly in OCI. There is no subsequent recycling of the amounts in OCI to profit or loss, but
accumulated gains or losses may be transferred within equity.
44
Panasonic Manufacturing Malaysia Berhad (6100-K)
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
B
ACCOUNTING STANDARDS, AMENDMENTS TO PUBLISHED STANDARDS AND INTERPRETATIONS
(CONT’D)
Standards, amendments to published standards and interpretations to existing standards that are applicable to the
Combined Entity and the Company but not yet effective and have not been early adopted (Cont’d):
(iii)Financial year beginning on/after 1 April 2015 (Cont’d)
The guidance in MFRS 139 on impairment of financial assets and hedge accounting continues to apply.
MFRS 7 requires disclosures on transition from MFRS 139 to MFRS 9.
Unless otherwise disclosed, the above standards, amendments to published standards and interpretations to existing
standards are not anticipated to have any significant impact on the financial statements of the Combined Entity and of the
Company in the year of initial application.
Unless otherwise stated, the following accounting policies have been used consistently in dealing with items which are
considered material in relation to the financial statements. These policies have been consistently applied to all the years
presented, unless otherwise stated.
C CURRENCY TRANSLATION
(i)Functional and presentation currency
The financial statements of the Combined Entity are prepared using the functional currency i.e. the currency of the
primary economic environment in which the Combined Entity operates. The Combined Entity’s and the Company’s
financial statements are prepared in Ringgit Malaysia (“RM”) which is also the Company’s functional currency.
(ii)Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign currency monetary assets and liabilities are translated at exchange rates
ruling at the reporting date. Exchange differences arising from the settlement of foreign currency transactions
and from the translation of foreign currency monetary assets and liabilities are recognised in the statements of
comprehensive income.
D ASSOCIATED COMPANY
Associates are entities in which the Company has significant influence, but not control, generally accompanying a
shareholding of between 20% to 50% of the voting rights. Investments in associates are accounted for in the financial
statements using the equity method of accounting. Equity accounting is discontinued when the Company ceases to have
significant influence over the associates.
Investments in associates are initially recognised at cost and the carrying amount is increased or decreased to recognize the
Company’s share of profit or losses after the date of acquisition. The Company’s share of its associates’ post-acquisition
profits or losses is recognised in the profit or loss and its share of post-acquisition changes in other comprehensive
income recognised in other comprehensive income. When the Company’s share of losses in associate equals or exceeds
its interest in the associate, including any other unsecured receivables, the Company does not recognise further losses,
unless it has incurred obligations or made payments on behalf of the associate.
Unrealised gains or transactions between the Company and its associates are eliminated to the extent of the Company’s
interest in associates. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of
the asset transferred. Where necessary, in applying the equity method, appropriate adjustments are made to the financial
statements of the associates to ensure consistency of accounting policies with those of the Company.
Annual Report 2013
45
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
E
FINANCIAL ASSETS
(a)Classification
The Combined Entity classifies its financial assets in the following categories: at fair value through profit or loss and
loans and receivables. The classification depends on the purpose for which the financial assets were acquired.
Management determines the classification of its financial assets at initial recognition.
(i)Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is
classified in this category if acquired principally for the purpose of selling in the near term. Derivatives are
also categorised as held for trading unless they are designated as hedges (Note I). Assets in this category
are classified as current assets if expected to be settled within 12 months; otherwise, they are classified as
non-current.
(ii)Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not
quoted in an active market. They are included in current assets, except for maturities greater than 12 months
after the end of the reporting period. These are classified as non-current assets. The Combined Entity’s loans
and receivables comprise ‘trade and other receivables’, ‘cash and cash equivalents’, ‘amounts due from related
companies’ and ‘amounts due from associated company’.
(b)Recognition and initial measurement
Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the Combined
Entity commits to purchase or sell the asset.
Financial assets are initially recognised at fair value plus transaction costs for all financial assets not carried at fair
value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair
value, and transaction costs are expensed in profit or loss.
(c) Subsequent measurement – gains and losses
Financial assets at fair value through profit or loss are subsequently carried at fair value. Loans and receivables are
subsequently carried at amortised cost using the effective interest method.
Changes in the fair values of financial assets at fair value through profit or loss, including the effects of currency
translation, interest and dividend income are recognised in net profit for the financial year in the period in which the
changes arise.
(d)Subsequent measurement impairment of financial assets
(i)Assets carried at amortised cost
The Combined Entity assesses at the end of each reporting period whether there is objective evidence that
a financial asset or a group of financial assets is impaired. Impairment losses are recognised in the income
statement.
The amount of the loss is measured as the difference between the asset’s carrying amount and the present
value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at
the financial asset’s original effective interest rate. The carrying amount of the asset is reduced and the amount
of the loss is recognised in the net profit for the financial year.
If ‘loans and receivables’ have a variable interest rate, the discount rate for measuring any impairment loss is the
current effective interest rate determined under the contract. As a practical expedient, the Combined Entity may
measure impairment on the basis of an instrument’s fair value using an observable market price.
46
Panasonic Manufacturing Malaysia Berhad (6100-K)
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
E
FINANCIAL ASSETS (Cont’d)
(d)Subsequent measurement - impairment of financial assets (Cont’d)
(i)Assets carried at amortised cost (Cont’d)
If, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s
credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.
When an asset is uncollectible, it is written off against the related allowance account. Such assets are written off
after all the necessary procedures have been completed and the amount of the loss has been determined.
(e) De-recognition
Financial assets are de-recognised when the rights to receive cash flows from the investments have expired or have
been transferred and the Combined Entity have transferred substantially all risks and rewards of ownership.
When available-for-sale financial assets are sold, the accumulated fair value adjustments recognised in other
comprehensive income are reclassified to net profit for the financial year.
F
FINANCIAL LIABILITIES
Financial liabilities are classified according to the substance of the contractual arrangement entered into and definitions of
a financial liability.
Financial liabilities are recognised in the statement of financial position when, and only when, the Combined Entity becomes
a party to the contractual provisions of the financial instrument.
Financial liabilities are classified as either financial liabilities at fair value through profit or loss or other financial liabilities.
(i)Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
designated upon initial recognition as a fair value through profit or loss.
Financial liabilities held for trading include derivatives entered into by the Combined Entity that do not meet the
hedge accounting criteria. Derivative financial liabilities are initially measured at fair value and subsequently stated
at fair value, with any resultant gains or losses recognised in profit or loss. Net gain or losses on derivatives include
exchange differences.
The Combined Entity has not designated any financial liabilities as at fair value through profit of loss.
(ii)Other financial liabilities
The Combined Entity’s other financial liabilities include trade and other payables and provision for liabilities and
charges.
Trade and other payables are recognised initially at fair value, net of transaction costs incurred, and subsequently
measures at amortised cost using the effective interest method.
For provision for liabilities and charges, gains and losses are recognised in profit or loss when the liabilities are
derecognised, and through the amortisation process.
A financial liability is derecognised when the obligation under the liability is extinguished.
Annual Report 2013
47
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
G OFFSETTING FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are offset and the net amount reported in the statement of financial position when
there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis, or to
realise the asset and settle the liability simultaneously.
H FAIR VALUES OF FINANCIAL INSTRUMENTS
The carrying amounts of financial assets and liabilities classified within current assets and current liabilities respectively
approximate their fair values due to the relatively short term nature of these financial instruments.
Fair values of non-derivative financial liabilities are calculated based on the present value of future principal and interest
cash flows, discounted at the market rate of interest at the end of the reporting period.
I
DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value.
The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging
instrument, and if so, the nature of the item being hedged. Derivatives that do not qualify for hedge accounting are
classified as held for trading and accounted for in accordance with accounting policy set out in Note E and Note F.
J
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation and impairment loss. Cost includes
expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable in bringing
the asset to working condition for its intended use.
Subsequent costs are included in the asset’s carrying amount or recognised as separate assets, as appropriate, only
when it is probable that the future economic benefits associated within the item will flow to the Combined Entity and the
cost can be measured reliably. All others repairs and maintenance are charged to profit or loss during the financial year in
which they are incurred.
Leasehold land are amortised equally over their respective periods of lease. Property, plant and equipment under
construction are not depreciated until the assets are ready for their intended use. All other property, plant and equipment
assets are depreciated on a straight line basis to write off the cost of assets to their residual values over their estimated
useful lives at the following annual rates:
Buildings Plant and machinery
Furniture, fittings and equipment
Motor vehicles
Leasehold land
21/2% - 5%
10% - 50%
5% - 20%
25%
1%
Depreciation on assets under construction commences when the assets are ready for their intended use.
Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each reporting date.
At each reporting date, the Combined Entity assesses whether there is any indication of impairment. Where impairment
exists, the carrying amount of assets is assessed and written down immediately to its recoverable amount. See
accounting policy Note K on impairment of non financial assets.
48
Panasonic Manufacturing Malaysia Berhad (6100-K)
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
K IMPAIRMENT OF NON-FINANCIAL ASSETS
The carrying amount of property, plant and equipment are reviewed annually to determine whether there is any indication
that the carrying amounts may not be recoverable. If such an indication of impairment exists, the carrying amount of the
asset is assessed and written down immediately to its recoverable amount. The recoverable amount is the higher of an
asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the
lowest levels for which there is separately identifiable cash flows (cash generating units). Impairment is measured by the
amount the carrying value exceeds the recoverable amount.
The impairment loss is charged to profit or loss unless it reverses a previous revaluation in which case it is charged to the
revaluation surplus. In respect of other assets, any subsequent increase in recoverable amount is recognised in profit or
loss unless it reverses an impairment loss on a revalued asset in which case it is taken to revaluation surplus reserve.
L
INVENTORIES
Inventories comprising raw materials, work in progress, finished goods and consumable stores are stated at the lower of
cost and net realisable value.
Cost is determined using the weighted average method. The cost of finished goods and work in progress comprises raw
materials, direct labour, other direct costs and related production overheads (based on normal operating capacity).
Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling
expenses.
M CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, deposits held at call with banks, placement of funds with a related
company and demand deposits.
N OPERATING LEASES
Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified
as operating lease. Payments made under operating leases are charged to profit or loss on a straight line basis over the
period of the lease.
O PROVISIONS
Provisions are recognised when the Combined Entity has a present legal or constructive obligation as a result of past
events, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliable
estimate of the amount can be made.
Provisions are measured at the present value of the expenditure expected to be required to settle the obligation using a
pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation.
(i)Provision for rework cost
The Combined Entity recognises at the reporting date the estimated liability on all expenditure for the rework cost due
to parts quality problem or safety issues arising from usage of the products.
The amount of provision of rework expenditure will be charged to profit or loss and any unutilised portions of the
provision are reviewed annually and retained based on the risks and obligation specific to that particular product.
These provisions are recognised in line with the Panasonic group’s global quality policy.
Annual Report 2013
49
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
O PROVISIONS (Cont’d)
(ii)Provision for warranty
Existing products
The Combined Entity recognises the estimated liability on all products still under warranty at the reporting date. This
provision is calculated based on a pre-determined percentage on annual sales of the products for a period of one
year. The amount of provision of warranty claims will be charged to profit or loss and any unutilised portion of the
warranty provision will be written back to profit or loss in the following financial year. Sales of parts are exempted from
any warranty provision. For products which have exceeded the warranty period, the Combined Entity will undertake
to inspect, repair or replace the parts at an appropriate cost.
Discontinued products
The provision for warranty on discontinued products is computed based on historical warranty data over the remaining
expected warranty term. The utilised amount of warranty provision will be charged to profit or loss and any unutilised
portion of the warranty provision is reviewed annually and retained based on the risks and obligation specific to that
particular product. These provisions are recognised in line with the Panasonic group’s global quality policy.
P
SHARE CAPITAL
Ordinary shares are classified as equity.
Q CURRENT AND DEFERRED INCOME TAX
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except to the extent
that it relates to items recognised in other comprehensive income or directly in equity. In this case the tax is also recognised
in other comprehensive income or directly in equity, respectively.
Current tax expense is the expected amount of income taxes payable in respect of the taxable profit for the financial year
and is measured using tax rates that have been enacted at the reporting date.
Deferred income taxes are provided in full, using the liability method, on temporary differences arising between the tax
bases of assets and liabilities and their carrying amounts in the Combined Entity financial statements. However, deferred
income tax is not accounted for if it arises from goodwill or negative goodwill or from the initial recognition of an asset or
liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor
taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the reporting date and are expected to apply when the related deferred income tax asset is realised or the
deferred income tax liability is settled.
Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which
the deductible temporary differences or unused tax losses can be utilised.
Deferred tax is recognised on temporary differences arising on investments in associates except where the timing of
the reversal of the temporary difference can be controlled by the Combined Entity and it is probable that the temporary
difference will not reverse in the foreseeable future.
Deferred and income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
against current tax liabilities and when the deferred income tax assets and liabilities relate to taxes levied by the same
taxation authority on either the taxable entity or different taxable entities where there is an intention to settle the balances
on a net basis.
50
Panasonic Manufacturing Malaysia Berhad (6100-K)
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
R REVENUE RECOGNITION
Revenue comprises the fair value of the consideration received or receivable for the sale of goods or services in the ordinary
course of the Combined Entity’s activities. Revenue is shown as net of sales tax, returns, rebates and discounts.
The Combined Entity recognises revenue when the amount of revenue can be reliably measured, it is probable that future
economic benefits will flow to the Combined Entity and specific criteria have been met for each of the Combined Entity’s
activities as described below.
(i)Sales of goods
Sales are recognised upon delivery of products and customer acceptance, if any, net of sales taxes, returns, rebates
and discounts.
(ii)
Dividend income
Dividend income from the associated company is recognised when the Company’s right to receive payment is
established.
(iii)Interest income
Interest income is recognised using the effective interest method.
S
RESEARCH AND DEVELOPMENT
Research and development expenditure is recognised as an expense except that costs incurred on development projects
are recognised as development assets to the extent that such expenditure is expected to generate future economic
benefits. Development costs initially recognised as expenses are not recognised as an asset in a subsequent financial
years.
T
EMPLOYEE BENEFITS
(i)Short-term employee benefits
Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are recognised in the financial
year in which the associated services are rendered by employees of the Combined Entity.
(ii)Pension obligations
A defined contribution plan is a pension plan under which the Combined Entity pays fixed contribution into a separate
entity. The Combined Entity has no legal or constructive obligations to pay further contributions if the fund does not
hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
The Combined Entity contributes to the Employees Provident Fund, the national defined contribution plan. The
Combined Entity’s contributions to the defined contribution plan are recognised as employee benefit expense when
they are due. Once the contribution has been paid, the Combined Entity has no further payment obligations.
(iii)Termination benefits
Termination benefits are payable when employment is terminated by the Combined Entity before the normal retirement
date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Combined Entity
recognises termination benefits when it is demonstrably committed to either: terminating the employment of current
employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as
a result of an offer made to encourage voluntary redundancy.
Annual Report 2013
51
Summary of Significant Accounting Policies
for the financial year ended 31 MARCH 2013
T
EMPLOYEE BENEFITS (Cont’d)
(iv)Provision for Employees Welfare Scheme
A provision has been recognised at the end of the financial year for expected welfare benefits based on the number of
employees eligible for this welfare scheme. These benefits are payable whenever such employees leave employment
before the retirement date in exchange for these benefits as a compensation.
(v)Provision for retirement gratuity
Provision for retirement gratuity for employees is made in accordance with a defined contribution plan and contributions
are charged to profit or loss in the financial year to which they relate.
U SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision
maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the
operating segments, has been identified as the Managing Director that makes strategic decisions.
52
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
1
GENERAL INFORMATION
The principal activity of the Company consists of the manufacture and sale of electrical home appliances, and related
components. The principal activities of the associated company are set out in Note 11 to the financial statements. There
have been no significant changes in these activities during the financial year.
2
CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates and judgements used in preparing the financial statements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are deemed reasonable. The resulting accounting
estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant
effect on the carrying amounts of assets and liabilities are discussed below:
(i)Provision for rework cost
The Company has applied judgement in determining the provision for rework cost in respect of parts quality problems
or safety issues arising, caused by usage of the products. The provision, in anticipation of the risk of potential
occurrence of certain events based on past experiences, is calculated based on management’s best estimate of the
expenditure expected to be incurred over the historical claim ratio and quantity produced over a specified period of
time.
The provision is reviewed annually and is retained based on the risks and obligations specific to that particular
product. Where the Company’s assessment reveals that there are no further risks associated with a product, the
provision would be fully reversed.
(ii)Provision for warranty
The Company has applied judgement in determining the provision for warranty for products sold under warranty
terms. The provision is computed based on pre-determined percentage on annual sales of the products and is
retained for a period of one year.
(iii)Provision for employees welfare scheme
The Company has applied judgement in determining the provision for employee welfare scheme in respect of
expected welfare benefits based on the number of eligible employees expected to take up this welfare scheme.
These benefits are payable whenever such employees leave employment before the retirement date in exchange for
these benefits as a compensation.
(iv)Taxation
Judgement is involved in determining the provision for income taxes. There are certain transactions and computations
for which the ultimate tax determination is uncertain during the ordinary course of business. The Combined Entity
recognises liabilities for tax matters based on estimates of whether additional taxes will be due. If the final outcome
of these tax matters result in a difference in the amounts initially recognised, such differences will impact the income
tax and/or deferred tax provisions in the period in which such determination is made.
Deferred tax asset is recognised to the extent that it is probable that future taxable profit will be available against
which temporary differences can be utilised. This involves judgement regarding future financial performance of the
Company.
Annual Report 2013
53
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
3
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
3.1 FINANCIAL RISK FACTORS
The Company’s activities expose it to a variety of financial risks: market risk (including foreign exchange risk and cash
flow and fair value interest rate risk), credit risk and liquidity risk. The Company’s overall risk management program
focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Company’s
financial performance.
The Company carries out risk management by a central treasury function under policies approved by the Board
of Directors. The treasury function identifies, evaluates and hedges financial risks in close co-operation with the
Company’s operating units.
It is the Company’s policy not to engage in speculative transactions. As and when the Company undertakes significant
transactions with risk exposure, the Company evaluates its exposure and the necessity to hedge such exposures
taking into consideration the availability and cost of such hedging instruments.
The guidelines and policies adopted by the Company to manage the following risks that arise in the conduct of
business activities are as follows:
(a)Market risk
(i)Foreign currency exchange risk
The Company uses derivative financial instruments such as foreign exchange contracts to cover certain
exposures. It does not trade in financial instruments. Foreign currency risk is the risk that the fair value of
future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.
The Company has transactional currency exposures arising from purchases that are denominated in
a currency other than the functional currency of the Company. The foreign currencies in which these
transactions are mainly denominated in are US Dollar and Japanese Yen. The Company uses forward
contracts, transacted with a central treasury function to mitigate foreign exchange risk of highly probable
forecasted transactions, such as anticipated future export sales, purchase of equipment and raw materials,
as well as payment of services and other related expenditure.
The Company’s currency exposure is disclosed in the respective notes for all items of financial assets and
liabilities.
The Company is mainly exposed to fluctuations in the US Dollar and Japanese Yen exchange rates against
the respective functional currencies of the Company. The Company considers a 5% strengthening or
weakening of the US Dollar and Japanese Yen as a possible change. A 5% strengthening or weakening
of the US Dollar and Japanese Yen would not result in significant changes in the Company’s pre-tax profit
for the financial year. The impact is calculated with reference to the financial asset or liability held as at the
year end.
(b)Credit risk
The Company’s exposure to credit risks or the risk of counterparties defaulting arises mainly from various
deposits and bank balances, receivables and derivative financial instruments. The maximum exposure to credit
risks is represented by the total carrying amount of these financial assets in the statement of financial position.
Credit risks are controlled by the application of credit approvals, limits and monitoring procedures. Credit
risks are minimised by monitoring receivables regularly. In addition, credit risks are also controlled as majority
of the Company’s deposits and bank balances and derivative financial instruments are placed or transacted
with Panasonic Financial Centre (Malaysia) Sdn. Bhd., a company incorporated in Malaysia, which is a related
company of the Company. The likelihood of non-performance by the related company is remote. The Directors
are of the view that the possibility of non-performance by the majority of these financial institutions is remote on
the basis of their financial strength.
54
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
3
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d)
3.1 FINANCIAL RISK FACTORS (Cont’d)
(b)Credit risk (Cont’d)
The Company does not require collateral in respect of receivables and considers the risk of material loss from
non-performance on the part of counter–parties to be negligible.
Financial assets that are neither past due nor impaired
Information regarding trade receivables that are past due but not impaired is disclosed in Note 14. Cash and
cash equivalents that are neither past due nor impaired are placed with or entered into with Panasonic Financial
Centre (Malaysia) Sdn. Bhd.
(c)Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash to meet the obligations as and when they
fall due. The Company manages its liquidity risk with the view to maintaining a healthy level of cash and cash
equivalents appropriate to the operating environment and expected cash flows of the Company.
The primary tool for monitoring liquidity is the statements of cash flows of the Company. All investments must
therefore be authorised and be within the planned investment budget prior to any confirmation to invest.
Purchases of merchandise for the stocks-in-trade are reviewed, analysed and subsequent inventory holdings
must be within the limits as stipulated in the approved Business Plan. All liquid cash are deposited in short-term
time deposits with Panasonic Financial Centre (Malaysia) Sdn. Bhd., a company incorporated in Malaysia, which
is a related company of the Company.
The table below analyses the financial liabilities into relevant maturity groupings based on the remaining period
at the reporting date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows:
Less
than 1
year
RM’000
Between
1 and 2
years
RM’000
Between
2 and 5
years
RM’000
Over 5
years
RM’000
127,040
0
0
0
At 31 March 2013
Combined Entity and Company
Payables
Derivative financial instruments
521
0
0
0
127,561
0
0
0
98,256
0
0
0
At 31 March 2012
Combined Entity and Company
Payables
Derivative financial instruments
546
0
0
0
98,802
0
0
0
114,283
0
0
0
14
0
0
0
114,297
0
0
0
At 1 April 2011
Combined Entity and Company
Payables
Derivative financial instruments
Annual Report 2013
55
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
3
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d)
3.2 CAPITAL RISK MANAGEMENT
The primary objective of the Company’s capital management is to ensure that it maintains a healthy capital ratio
in order to support its business and maximise shareholders’ value. The Company considers capital and reserves
attributable to owners of the Company as capital.
There were no changes to the Company’s approach to capital management during the year.
3.3 FAIR VALUE HIERARCHY
The table below analyses the financial instruments carried at fair value, by valuation method. The different levels have
been defined as follows:
•
•
•
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability
Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs)
The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives)
is determined using valuation techniques. These valuation techniques where it is available and rely as little as possible
on entity specific estimates. If all significant inputs required to fair value an instruments are observable, the instrument
is included in Level 2. If one or more of the significant inputs is not based on observable market data, the instrument
is included in Level 3.
Specific valuation techniques used to value financial instruments include:
•
•
The fair value of forward foreign currency exchange contracts is determined using forward exchange rates at the
reporting date, with the resulting value discounted back to present value.
Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining
financial instruments.
The following table presents the Combined Entity’s assets and liabilities that are measured at fair value.
Level 1
RM’000
Level 2
RM’000
Level 3
RM’000
Total
RM’000
0
150
0
150
0
521
0
521
At 31 March 2013
Combined Entity and Company
Financial assets
Derivative financial instruments
- forward foreign currency exchange contracts
Financial liabilities
Derivative financial instruments
- forward foreign currency exchange contracts
56
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
3
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d)
3.3 FAIR VALUE HIERARCHY (Cont’d)
The following table presents the Combined Entity’s assets and liabilities that are measured at fair value. (Cont’d)
Level 1
RM’000
Level 2
RM’000
Level 3
RM’000
Total
RM’000
0
662
0
662
0
546
0
546
0
1,184
0
1,184
0
14
0
14
At 31 March 2012
Combined Entity and Company
Financial assets
Derivative financial instruments
- forward foreign currency exchange contracts
Financial liabilities
Derivative financial instruments
- forward foreign currency exchange contracts
At 1 April 2011
Combined Entity and Company
Financial assets
Derivative financial instruments
- forward foreign currency exchange contracts
Financial liabilities
Derivative financial instruments
- forward foreign currency exchange contracts
4
REVENUE
Combined Entity and Company
Sales of goods
2013
RM’000
2012
RM’000
864,645
825,833
Annual Report 2013
57
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
5
PROFIT FROM OPERATIONS
The following items have been charged/(credited) in arriving at profit from operations:
Combined Entity
2013
RM’000
Auditors’ remuneration
Directors’ remuneration (Note 6)
Raw materials cost
Company
2012
RM’000
2013
RM’000
2012
RM’000
120
120
120
120
2,223
2,666
2,223
2,666
569,980
557,655
569,980
557,655
26,720
24,182
26,720
24,182
Property, plant and equipment
- depreciation
- write offs
52
61
52
61
- gain on disposal
(89)
(149)
(89)
(149)
Provision for liabilities and charges
4,355
3,315
4,355
3,315
84,160
77,580
84,160
77,580
6,118
5,762
6,118
5,762
90,278
Staff costs
- salaries, bonus and other employee benefits
- defined contribution retirement plan
83,342
90,278
83,342
Technical assistance fees
25,252
23,938
25,252
23,938
Research expenses
13,194
2,460
13,194
2,460
411
426
411
426
- net realised (gain)/loss
(654)
979
(654)
979
- net unrealised loss/(gain)
823
Rental expenses
Foreign exchange
Interest income
Fair value loss on derivative financial instruments
Dividend income from associated company (gross)
6
(15,639)
(95)
(15,770)
487
1,054
0
0
DIRECTORS’ REMUNERATION
The Directors of the Company in office during the financial year are as follows:
Non-Executive Directors:
Tan Sri Datuk Asmat bin Kamaludin
Raja Dato’ Seri Abdul Aziz bin Raja Salim
Razman Hafidz bin Abu Zarim
Datuk Supperamaniam a/l Manickam
Lee Wee Leong
Toshiro Okamoto
Mikio Matsui
Executive Directors:
Chen Ah Huat
Masahiko Yamaguchi
Toshihiro Ukita
Takayuki Tadano
823
(15,639)
487
(3,185)
(95)
(15,770)
1,054
(4,459)
58
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
6
DIRECTORS’ REMUNERATION (Cont’d)
The aggregate amounts of emoluments receivable by Directors of the Company during the financial year are as follows:
Combined Entity and Company
2013
RM’000
2012
RM’000
273
261
26
25
1,854
2,250
70
130
2,223
2,666
Non-Executive Directors:
- fees
- others
Executive Directors:
- salaries, bonus and other remuneration
- defined contribution retirement plan
The estimated monetary value of benefits provided to Executive Directors during the financial year amounted to RM127,000
(2012: RM138,000).
7
TAXATION
Combined Entity
2013
RM’000
Company
2012
RM’000
2013
RM’000
2012
RM’000
Current taxation:
- current financial year
- over accrual in prior years
(23,061)
(15,804)
0
0
(23,857)
(16,918)
0
0
(23,061)
(15,804)
(23,857)
(16,918)
2,714
(2,279)
2,714
(2,279)
Deferred taxation (Note 12):
- current financial year
- under/(over) accrual in prior years
511
(721)
511
(721)
3,225
(3,000)
3,225
(3,000)
(19,836)
(18,804)
(20,632)
(19,918)
The explanation of the relationship between tax expense and profit before tax is as follows:
Combined Entity
Company
2013
RM’000
2012
RM’000
2013
RM’000
2012
RM’000
Profit before tax
94,930
85,211
93,848
83,200
Tax calculated at the Malaysian tax rate of 25%
(2012: 25%)
23,733
21,303
23,462
20,800
209
277
209
277
Tax effects of:
- expenses not deductible for tax purposes
(2,406)
(1,851)
(2,406)
(1,851)
(122)
(29)
(122)
(29)
- tax effect of associated company
(1,067)
(1,617)
- (under)/over accrual in prior years
(511)
- tax incentives
- income not subject to tax
19,836
0
0
721
(511)
721
18,804
20,632
19,918
Annual Report 2013
59
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
8
EARNINGS PER SHARE
The basic earnings per share is calculated by dividing the net profit for the financial year attributable to equity holders of
the Company by the weighted average number of ordinary shares in issue during the financial year.
Combined Entity
Company
2013
2012
2013
2012
Net profit for the financial year attributable to equity
holders (RM’000)
75,094
66,407
73,216
63,282
Weighted average number of ordinary shares in
issue during the financial year (‘000)
60,746
60,746
60,746
60,746
124
109
121
104
Basic earnings per share (sen)
9
DIVIDENDS PER SHARE
Dividends paid, declared or proposed in respect of the financial year ended 31 March 2013 are as follows:
Combined Entity and Company
2013
Gross
dividend
per share
Sen
2012
Amount
of dividend
net of tax
RM’000
Gross
dividend
per share
Sen
Amount
of dividend
net of tax
RM’000
Interim dividend paid
15
6,834
15
6,834
Final dividend proposed
35
15,946
35
15,946
138
62,872
70
31,891
188
85,652
120
54,671
Special dividend proposed
At the forthcoming Annual General Meeting on 29 August 2013, a final gross dividend in respect of the financial year
ended 31 March 2013 of 35 sen per ordinary share of RM1.00 less income tax of 25% (2012: 35 sen per ordinary share
of RM1.00 less income tax of 25%), amounting to RM15,945,767 (2012: RM15,945,767) and a special gross dividend of
138 sen per ordinary share of RM1.00 less income tax of 25% (2012: 70 sen per ordinary share of RM1.00 less income tax
of 25%), amounting to RM62,871,882 (2012: RM31,891,535) will be proposed for shareholders’ approval. These financial
statements do not reflect the final and special dividends which will be accounted for in the financial year ending 31 March
2014 when approved by the shareholders.
60
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
10 PROPERTY, PLANT AND EQUIPMENT
Balance
as at
1.4.2012
RM’000
Additions
RM’000
9,328
888
0
0
0
(1,225)
8,991
Plant and machinery
49,138
16,658
0
0
(47)
(21,627)
44,122
Furniture, fittings and
equipment
9,280
2,499
0
0
(5)
(3,057)
8,717
Motor vehicles
1,458
773
0
0
0
(735)
1,496
Leasehold land
6,402
0
0
0
0
(76)
6,326
0
1,640
0
0
0
0
1,640
75,606
22,458
0
0
(52)
Reclassification Disposals
RM’000
RM’000
Depreciation
Write off
charge
RM’000
RM’000
Balance
as at
31.3.2013
RM’000
Combined Entity and
Company
Net book value
Buildings
Construction in progress
Balance
as at
1.4.2011
RM’000
Additions
RM’000
Reclassification Disposals
RM’000
RM’000
(26,720)
Depreciation
Write off
charge
RM’000
RM’000
71,292
Balance
as at
31.3.2012
RM’000
Combined Entity and
Company
Net book value
Buildings
11,218
0
0
0
0
(1,890)
9,328
Plant and machinery
33,570
31,969
1,953
0
(46)
(18,308)
49,138
Furniture, fittings and
equipment
8,839
3,697
0
0
(15)
(3,241)
9,280
Motor vehicles
1,402
756
0
(32)
0
(668)
1,458
6,402
Leasehold land
6,477
0
Construction in progress
1,953
0
63,459
36,422
0
(1,953)
0
0
0
(75)
0
0
0
(32)
(61)
(24,182)
0
75,606
Annual Report 2013
61
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
10 PROPERTY, PLANT AND EQUIPMENT (Cont’d)
Cost
RM’000
Accumulated
depreciation
RM’000
Net book
value
RM’000
Combined Entity and Company
At 31 March 2013
57,862
(48,871)
8,991
273,205
(229,083)
44,122
49,458
(40,741)
8,717
5,263
(3,767)
1,496
Leasehold land
7,566
(1,240)
6,326
Construction in progress
1,640
Buildings
Plant and machinery
Furniture, fittings and equipment
Motor vehicles
0
1,640
394,994
(323,702)
71,292
56,974
(47,646)
9,328
261,349
(212,211)
49,138
49,392
(40,112)
9,280
At 31 March 2012
Buildings
Plant and machinery
Furniture, fittings and equipment
Motor vehicles
4,613
(3,155)
1,458
Leasehold land
7,566
(1,164)
6,402
Construction in progress
0
379,894
0
(304,288)
0
75,606
At 1 April 2011
Buildings
56,974
(45,756)
11,218
244,196
(210,626)
33,570
50,451
(41,612)
8,839
4,008
(2,606)
1,402
Leasehold land
7,566
(1,089)
6,477
Construction in progress
1,953
Plant and machinery
Furniture, fittings and equipment
Motor vehicles
365,148
0
(301,689)
1,953
63,459
62
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
11 INTEREST IN ASSOCIATED COMPANY
Combined Entity
Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
132,869
130,991
127,866
2,000
2,000
2,000
Interest in associated company
The Company holds a 40% (2012: 40%) equity interest in its associated company, Panasonic Malaysia Sdn. Bhd., a
company incorporated in Malaysia. The principal activities of the associated company consist of the sales of consumer
electronic products, home appliances, batteries, office automation, project systems and room air-conditioners under the
brand name Panasonic.
The investment in associated company over which the Company has significant influence (but not control over its operations)
is accounted for using the equity method. The investment is initially recognised at cost and adjusted thereafter to include
the Company’s share of post-acquisition distributable and non-distributable reserves of the associated company.
(a)The Company’s share of revenue, profit, assets and liabilities of the associated company are as follows:
2013
RM’000
2012
RM’000
643,848
633,084
4,267
6,470
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
24,662
16,450
11,367
Current assets
210,076
216,612
Current liabilities
(99,053)
Revenue
Profit after tax
Non-current assets
Non-current liabilities
(2,816)
132,869
(99,882)
(2,189)
130,991
229,130
(110,754)
(1,877)
127,866
(b)The interest in associated company includes the Company’s share of post-acquisition distributable and nondistributable reserves of the associated company as follows:
Combined Entity
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
2,000
2,000
2,000
Share of post-acquisition distributable and non-distributable reserves
130,869
128,991
125,866
Interest in associated company
132,869
130,991
127,866
Investment at cost
Annual Report 2013
63
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
12 DEFERRED TAXATION
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after
appropriate offsetting, are shown in the statements of financial position:
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
Deferred tax assets
14,982
11,757
14,757
At start of financial year
11,757
14,757
Deferred tax assets
Credited/(charged) to profit or loss (Note 7):
- property, plant and equipment
- provisions
- others
567
(1,802)
2,343
(1,851)
315
3,225
653
(3,000)
14,982
11,757
- property, plant and equipment
4,452
3,884
5,686
- provisions
9,473
7,130
8,981
- others
1,057
743
90
14,982
11,757
14,757
0
0
0
14,982
11,757
14,757
At end of financial year
Subject to income tax
Deferred tax assets (before offsetting)
Offsetting
Deferred tax assets (after offsetting)
The analysis of deferred tax assets is as follows:
Deferred tax assets:
- to be recovered after more than 12 months
5,382
4,698
5,744
- to be recovered within 12 months
9,600
7,059
9,013
14,982
11,757
14,757
64
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
13 INVENTORIES
Combined Entity and Company
Raw materials
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
14,932
10,643
10,366
Work in progress
1,107
438
660
Finished goods
4,134
5,344
5,931
Consumable stores
1,338
1,868
1,832
21,511
18,293
18,789
14 TRADE AND OTHER RECEIVABLES
Combined Entity and Company
Trade receivables
Less: Allowance for impairment
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
1,154
191
1,440
(149)
1,005
(149)
(149)
42
1,291
Amount due from associated company
18,884
10,473
15,316
Amounts due from related companies
52,367
39,174
34,109
72,256
49,689
50,716
Other receivables
1,157
1,066
1,226
Deposits
2,243
1,438
912
805
564
581
76,461
52,757
53,435
Prepayments
Credit terms given to trade receivables ranged from 30 to 60 days (2012: 30 to 60 days).
Past due but not impaired
As of 31 March 2013, the Combined Entity and Company’s trade receivables of RM Nil (31.3.2012: RM26,000 and
1.4.2011: RM17,000) are past due but not impaired. These relate to a number of independent customers for whom there
is no recent history of default. The ageing analysis of these trade receivables is as follows:
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
0
26
17
Trade receivables past due:
Past due up to 1 month
No impairment loss has been made on these amounts as the Combined Entity and the Company is closely monitoring
these receivables and is confident of their eventual recovery.
Annual Report 2013
65
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
14 TRADE AND OTHER RECEIVABLES (Cont’d)
Past due but not impaired (Cont’d)
Movements of the allowance for impairment of trade receivables are as follows:
Combined Entity and Company
At 1 April
Allowance for impairment
Write-back of allowance
At 31 March
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
149
149
149
0
0
0
0
0
0
149
149
149
The balances due from associated company and related companies are in respect of trading transactions and are subject
to the Company’s normal commercial repayment terms ranging from 30 to 60 days (2012: 30 to 60 days). There were no
past due balances.
The other receivable balances are within the stipulated credit period and there were no past due balances.
The currency exposure profile of trade and other receivables, amount due from associated company, amounts due from
related companies, other receivables and deposits are as follows:
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
- Ringgit Malaysia
36,736
24,832
25,984
- United States Dollar
34,477
25,428
22,441
- Japanese Yen
1,958
1,675
4,098
- Euro
2,401
63
0
- Others
84
195
331
75,656
52,193
52,854
Contract/
Notional
value
Assets
Liabilities
RM’000
RM’000
15 DERIVATIVE FINANCIAL INSTRUMENTS
Combined Entity and Company
31 March 2013
Non-hedging derivatives
Financial assets at fair value through profit or loss
USD12,400,000
11
(153)
YEN134,500,000
0
(366)
SGD171,900
0
(2)
EURO1,353,000
139
150
0
(521)
66
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
15 DERIVATIVE FINANCIAL INSTRUMENTS (Cont’d)
Contract/
Notional
value
Assets
Liabilities
RM’000
RM’000
661
0
31 March 2012
Non-hedging derivatives
Financial assets at fair value through profit or loss
USD18,189,000
YEN205,825,000
0
SGD360,000
1
(543)
0
EURO13,300
0
(3)
662
(546)
Non-hedging derivatives
The Combined Entity uses forward currency contracts to manage transaction exposures. These contracts are not
designated as cash flow or fair value hedges.
Forward currency contracts
Foreign currency forward contracts are entered into by the Combined Entity in currencies other than Ringgit Malaysia to
manage exposure to fluctuations in foreign currency exchange rates on specific transactions. In general, the Combined
Entity’s policy is to enter into foreign currency forward contracts to mitigate foreign exchange risk of highly probable
forecasted transactions, such as anticipated future export sales, purchases of equipment and raw materials, as well as
payment of services and other related expenditure.
16 CASH AND BANK BALANCES
Deposits, bank and cash balances included in the statements of cash flows of the Combined Entity and Company
comprise the following:
Combined Entity and Company
Fixed deposits
Cash and bank balances
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
500,135
470,079
500,787
241
323
151
500,376
470,402
500,938
The currency exposure profile of cash and cash equivalents are as follows:
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
493,148
457,003
500,301
- United States Dollar
5,960
11,358
107
- Japanese Yen
1,238
1,557
55
1
417
398
- Ringgit Malaysia
- Euro
- Singapore Dollar
29
67
77
500,376
470,402
500,938
Annual Report 2013
67
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
16 CASH AND BANK BALANCES (Cont’d)
(a)Fixed deposits
The fixed deposits are the placement of funds with a related company, Panasonic Financial Centre (Malaysia) Sdn. Bhd.
The weighted average interest rates of fixed deposits that were effective at the financial year end are as follows:
Combined Entity and Company
31.3.2013
%
31.3.2012
%
1.4.2011
%
- Ringgit Malaysia
3.28
3.35
2.99
- United States Dollar
0.19
0.19
0.21
- Japanese Yen
0.05
0.11
0.11
- Euro
0.10
1.16
0.62
- Singapore Dollar
0.17
0.18
0.11
The average maturity days of placement of funds with a related company are as follows:
Combined Entity and Company
- Ringgit Malaysia
31.3.2013
31.3.2012
1.4.2011
229 days
292 days
84 days
The placement of funds in other currencies is on a daily call basis
(b)Cash and bank balances
Bank balances are deposits held on call with banks.
17 SHARE CAPITAL
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
100,000
100,000
100,000
60,746
60,746
60,746
Authorised:
100,000,000 ordinary shares of RM1 each
Issued and fully paid-up:
60,745,780 ordinary shares of RM1 each
18 RETAINED EARNINGS
Under the single-tier tax system which came into effect from the year of assessment 2008, companies are not required to
have tax credits under Section 108 of the Income Tax Act 1967 for dividend payment purposes. Dividends paid under this
system are tax exempt in the hands of shareholders.
Companies with Section 108 tax credits as at 31 December 2007 may continue to pay franked dividends until the Section
108 tax credits are exhausted or 31 December 2013 whichever is earlier unless they opt to disregard the Section 108
tax credits to pay single-tier dividends under the special transitional provisions of the Finance Act 2007. For the current
financial year ended 31 March 2013, the Company has not elected to move into the single-tier tax system. As at 31 March
2013, the Company has sufficient Section 108 tax credits and tax exempt income to pay all of the retained earnings of the
Company as franked and exempt dividends.
68
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
19 PROVISION FOR LIABILITIES AND CHARGES
Rework
cost
RM’000
3,080
Warranty
RM’000
Employee
welfare
scheme
RM’000
Retirement
gratuity
scheme
RM’000
Total
RM’000
11,540
2,406
287
17,313
291
Combined Entity and Company
At 1 April 2011
Charged to profit or loss
8,447
441
(1,960)
(1,436)
(817)
Unused amounts reversed
(272)
(5,578)
Present value adjustments
243
0
1,091
12,973
9,065
Utilised during the financial year
At 31 March 2012
Charged to profit or loss
Utilised during the financial year
Unused amounts reversed
Present value adjustments
At 31 March 2013
0
948
(1,091)
0
(1,775)
(6,798)
9,179
(16)
(4,229)
0
(278)
(6,128)
0
21
264
2,030
305
16,399
1,090
141
11,244
(713)
(18)
(3,597)
0
(287)
(7,085)
0
0
0
196
196
948
13,465
2,407
337
17,157
948
13,465
2,407
5
16,825
0
0
0
332
332
948
13,465
2,407
337
17,157
0
12,973
2,030
0
15,003
1,091
0
0
305
1,396
1,091
12,973
2,030
305
16,399
0
11,540
2,406
0
13,946
At 31 March 2013
Current
Non-current
At 31 March 2012
Current
Non-current
At 1 April 2011
Current
Non-current
3,080
0
0
287
3,367
3,080
11,540
2,406
287
17,313
(a)Rework cost
As part of its quality control initiative, the Company has made a provision for rework cost for certain products and
undertakes to inspect, repair or replace items that are found not performing up to the Company’s quality standards,
if any. A provision has been recognised at the financial year end based on management’s best estimate of the
expenditure to be incurred.
Annual Report 2013
69
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
19 PROVISION FOR LIABILITIES AND CHARGES (Cont’d)
(b)Warranty
The Company recognises the estimated liability on all products still under warranty at the reporting date. This provision
is calculated based on actual sales. For products which have exceeded the warranty period, the Company will
undertake to inspect, repair or replace the parts at an appropriate cost.
(c)Employees welfare scheme
A provision has been recognised at the end of the financial year for expected welfare benefits based on the number of
eligible employees expected to take up this welfare scheme. These benefits are payable whenever such employees
leave employment before the retirement date in exchange for these benefits as a compensation.
(d)Retirement gratuity scheme
The Company provides retirement gratuity for employees who have been in employment for a certain number of
years. Upon official retirement, the employees shall receive a lump sum payment as recognition of their service
contribution to the Company. A provision has been recognised at the financial year end for expected gratuity
payments based on the number of staff eligible under this scheme.
20 TRADE AND OTHER PAYABLES
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
Trade payables
41,183
30,937
37,695
Trade accruals
66,498
51,851
61,811
Other payables
7,508
3,812
3,268
Amount due to ultimate holding company
2,981
5,621
5,766
Amounts due to related companies
8,870
6,035
5,743
127,040
98,256
114,283
The currency exposure profile of trade and other payables, trade accruals, amount due to ultimate holding company and
amounts due to related companies are as follows:
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
102,978
77,508
90,254
17,742
14,645
16,515
- Japanese Yen
3,805
4,760
6,508
- Thai Baht
1,319
493
0
- Singapore Dollar
603
312
787
- Euro
446
96
219
- Ringgit Malaysia
- United States Dollar
- Hong Kong Dollar
- Great Britain Pound
0
12
0
147
430
0
127,040
98,256
114,283
Credit terms of trade payables vary from 30 to 60 days (2012: 30 to 60 days, 2011: 30 to 60 days).
The balances due to ultimate holding company and related companies are in respect of trading transactions and are
subject to the Company’s normal commercial repayment terms.
70
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
21 SEGMENT REPORTING
Management has determined the operating segments based on the information reviewed by the Chief Operating
Decision-maker (“CODM”) for the purposes of allocating resources and assessing performance. The Company consider
the business from product perspective and home appliance and fan products segments meet the quantitative thresholds
required by MFRS 8 for reportable segments.
Performance is measured based on segment profit before tax, as included in the internal management reports that are
reviewed by the CODM. Segment profit before tax is used to measure performance as management believes that such
information is the most relevant in evaluating the results of the segments that operate within the Company.
Home appliance
products
Revenue
Interest income
Fan products
Total
2013
RM’000
2012
RM’000
2013
RM’000
2012
RM’000
2013
RM’000
2012
RM’000
439,928
415,931
424,473
409,902
864,401
825,833
5,296
4,499
3,221
2,747
8,517
7,246
0
0
0
0
0
0
Interest expense
Depreciation
(7,835)
Profit before tax
55,792
(7,355)
51,463
Total revenue of reportable segments
(9,786)
42,650
(8,247)
30,598
(17,621)
(15,602)
98,442
82,061
2013
RM’000
2012
RM’000
864,401
825,833
Other unallocated revenue
244
0
Combined Entity’s revenue
864,645
825,833
All property, plant and equipments are located in Malaysia.
Revenue of approximately RM858,386 (2012: RM817,683) are derived from the Panasonic group of companies as
disclosed in Note 22 to the financial statements.
2013
RM’000
2012
RM’000
Total profit before tax of the reportable segments
98,442
82,061
Other unallocated expenses
(7,779)
(3,320)
Share of results of associated company (net of tax)
4,267
6,470
94,930
85,211
Combined Entity’s profit before tax
Annual Report 2013
71
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
21 SEGMENT REPORTING (Cont’d)
Geographical Information
Revenue information based on geographical location are as follows:
Malaysia
Japan
Asia (excluding Malaysia and Japan)
North America
Europe
Middle East
Others
2013
RM’000
2012
RM’000
381,975
354,499
39,223
62,428
203,606
192,113
1,239
1,739
5,670
2,571
207,490
182,761
25,442
29,722
864,645
825,833
22 SIGNIFICANT RELATED PARTY DISCLOSURES
Set out below are the significant related party transactions and balances. The related party transactions described below
were carried out on terms and conditions agreed between the related parties.
(a) Associated and ultimate holding companies
The associated company is Panasonic Malaysia Sdn. Bhd., a company incorporated in Malaysia. The ultimate holding
company is Panasonic Corporation, a corporation incorporated in Japan.
(b) Related party relationships
Related party
Relationship
Panasonic Corporation (“PC”)
Ultimate holding company
Panasonic Malaysia Sdn. Bhd. (“PM”)
Associated company
Panasonic Management Malaysia Sdn. Bhd. (“PMAM”)
Subsidiary of PC
KDK Fans (M) Sdn. Bhd. (“KDK”)
Subsidiary of PC
Panasonic Financial Centre (Malaysia) Sdn. Bhd. (“PFI(MY)”)
Subsidiary of PC
Panasonic Asia Pacific Pte. Ltd. (“PA”)
Subsidiary of PC
Panasonic Ecology Systems Co., Ltd. (“PES”)
Subsidiary of PC
Panasonic Ecology Systems (Thailand) Co., Ltd. (“PESTH”)
Subsidiary of PC
P.T. Panasonic Manufacturing Indonesia (“PMI”)
Subsidiary of PC
Panasonic A. P. Sales (Thailand) Co., Ltd. (“PAT”)
Subsidiary of PC
Panasonic Home Appliance India Co., Ltd. (“PHAI”)
Subsidiary of PC
Panasonic Vietnam Co., Ltd. (“PV”)
Subsidiary of PC
Panasonic Energy Malaysia Sdn. Bhd. (”PECMY”)
Subsidiary of PC
Panasonic Marketing Sales Taiwan Co.
Subsidiary of PC
Panasonic Hong Kong Co., Ltd (”PHK”)
Subsidiary of PC
Panasonic Industrial Devices Automation Controls Sales Asia Pacific (”PIDACSAP”)
Subsidiary of PC
Panasonic Eco Solutions (Hong Kong) Co., Ltd. (“PESHK”)
Subsidiary of PC
Panasonic Appliances (Thailand) Co., Ltd. (“PAPTH”)
Subsidiary of PC
Panasonic Electric Works Co., Ltd.
Subsidiary of PC
72
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
22 SIGNIFICANT RELATED PARTY DISCLOSURES (Cont’d)
(b) Related party relationships (Cont’d)
Related party (Cont’d)
Relationship
Panasonic Electronic Works (Asia Pacific) Pte. Ltd.
Subsidiary of PC
Panasonic Semiconductor Asia Pte. Ltd.
Subsidiary of PC
Panasonic Corporation’s Corporate Manufacturing Innovation Division (“CMID”)
Subsidiary of PC
Panasonic Systems Asia Pacific (“PSY”)
Subsidiary of PC
Panasonic Marketing Middle East and Africa FZE (“PMMAF”)
Subsidiary of PC
Panasonic Singapore (“PSP”)
Subsidiary of PC
Panasonic AVC Networks Johor (M) Sdn. Bhd. (“PAVCJM”)
Subsidiary of PC
Panasonic AVC Networks KL (M) Sdn. Bhd. (“PAVCKM”)
Subsidiary of PC
Panasonic Appliances Foundry Malaysia Sdn. Bhd. (“PAPFMY”)
Subsidiary of PC
Panasonic Appliances Refrigeration Devices Malaysia Sdn. Bhd. (“PAPRDMY”)
Subsidiary of PC
Panasonic System Networks (M) Sdn. Bhd. (“PSNM”)
Subsidiary of PC
Panasonic Liquid Crystal Display Malaysia Sdn. Bhd. (“PLDM”)
Subsidiary of PC
Panasonic Appliances Air-Conditioning Malaysia Sdn. Bhd. (“PAPAMY”)
Subsidiary of PC
Panasonic Marketing (CIS) OY (“PMCIS”)
Subsidiary of PC
Panasonic Procurement Malaysia Sdn. Bhd. (“PPMY”)
Subsidiary of PC
Panasonic Industrial Devices Malaysia Sdn. Bhd. (“PIDMY”)
Subsidiary of PC
Panasonic Logistics Asia Pacific (“PLAP”)
Subsidiary of PC
Panasonic Industrial Devices Semiconductor Sales Asia. (“PIDSCSA”)
Subsidiary of PC
Panasonic Industrial Devices Singapore Pte. Ltd. (“PIDSG”)
Subsidiary of PC
Panasonic Eco Solutions (Asia Pacific) Pte. Ltd. (“PESAP”)
Subsidiary of PC
(c) Significant related party transactions
Combined Entity and Company
(i)
2012
RM’000
308,366
281,686
Sales of products and related components to related parties:
Panasonic Logistic Asia Pacific
Panasonic Malaysia Sdn. Bhd.
246,556
227,928
KDK Fans (M) Sdn. Bhd.
130,693
119,686
Panasonic Eco Solutions (Hong Kong) Co., Ltd.
155,095
150,955
10,621
15,309
0
15,258
4,057
3,553
113
404
Panasonic Malaysia Sdn. Bhd.
1,797
2,069
Panasonic Logistic Asia Pacific
1,088
835
Panasonic Procurement Malaysia Sdn. Bhd.
Panasonic Asia Pacific Pte. Ltd.
PT Panasonic Manufacturing Indonesia
Panasonic Ecology System (Thailand) Co., Ltd.
(ii)
2013
RM’000
Sales of service parts to related parties:
Annual Report 2013
73
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
22 SIGNIFICANT RELATED PARTY DISCLOSURES (Cont’d)
(c) Significant related party transactions (Cont’d)
Combined Entity and Company
(iii)
102,967
97,689
Panasonic Corporation
11,472
7,322
Panasonic Eco Solutions (Hong Kong) Co., Ltd.
19,421
20,803
0
3,839
Panasonic Electric Works Co., Ltd.
Panasonic Industrial Devices Malaysia Sdn. Bhd.
331
398
Panasonic Industrial Devices Singapore Pte. Ltd.
1,474
1,543
401
660
Panasonic Semiconductor Asia Pte. Ltd.
Panasonic Electronic Works (Asia Pacific) Pte. Ltd.
Panasonic Appliance (Thailand) Co., Ltd.
462
51
35
121
0
Panasonic Corporation
12,706
11,894
Panasonic Ecology Systems Co., Ltd.
12,546
12,044
15,639
15,770
Panasonic Malaysia Sdn. Bhd.
2,947
1,954
Panasonic A.P. Sales (Thailand) Co., Ltd.
3,022
2,187
Panasonic Corporation
Panasonic Eco Solutions (Asia Pacific) Pte. Ltd.
Technical assistance fee paid and payable to related parties:
Interest income received and receivable from a related party:
Panasonic Financial Centre (Malaysia) Sdn. Bhd.
(vi)
0
15
186
PT Panasonic Manufacturing Indonesia
(v)
2012
RM’000
Purchase of parts, components and raw materials from related parties:
Panasonic Procurement Malaysia Sdn. Bhd.
(iv)
2013
RM’000
Sales promotion, warranty claims and/or service expenses paid and
payable to related parties:
3,176
5,094
KDK Fans (M) Sdn. Bhd.
656
900
Panasonic Vietnam Co., Ltd.
732
299
0
34
1,401
2,309
996
1,081
Panasonic Eco Solutions (Hong Kong) Co., Ltd.
(vii) Research and development expenditure paid and payable to related
parties:
Panasonic Corporation
Panasonic Ecology Systems Co., Ltd.
74
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
22 SIGNIFICANT RELATED PARTY DISCLOSURES (Cont’d)
(c) Significant related party transactions (Cont’d)
Combined Entity and Company
2013
RM’000
2012
RM’000
Panasonic Corporation
6,284
5,154
Panasonic Ecology Systems Co., Ltd.
2,147
2,840
0
3,645
488
394
(viii) Brand license fee paid and payable to related parties:
(ix)
Global sales service support fee paid and payable to a related party:
Panasonic Corporation
Panasonic Eco Solutions (Hong Kong) Co., Ltd.
(x)
IT annual maintenance and support fees, and additional
Customization costs for the Sapphire, GLICS and Oracle system paid
and payable to related parties:
Panasonic Asia Pacific Pte. Ltd.
Panasonic Corporation
(xi)
463
717
1,302
0
0
522
5,880
5,771
Purchase of fixed assets from a related company:
Panasonic Corporation
(xii) Manufacturing innovation services received and receivable from a related
company:
Panasonic Corporation’s Corporate Manufacturing Innovation Division
(d) Significant outstanding related party balances
Significant outstanding balances at reporting date arising from non-trade transactions with related parties during the
financial year are as follows:
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
2,981
5,621
5,766
18,884
10,473
15,316
Amount due to:
Panasonic Corporation
Amount due from:
Panasonic Malaysia Sdn. Bhd.
Annual Report 2013
75
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
22 SIGNIFICANT RELATED PARTY DISCLOSURES (Cont’d)
(d) Significant outstanding related party balances (Cont’d)
Significant outstanding balances at reporting date arising from non-trade transactions with related parties during the
financial year are as follows (Cont’d):
Combined Entity and Company
31.3.2013
RM’000
31.3.2012
RM’000
1.4.2011
RM’000
Panasonic Logistic Asia Pacific
20,968
12,821
14,729
Panasonic Eco Solutions (Hong Kong) Co., Ltd.
Amount due from:
16,889
12,428
10,286
KDK Fans (M) Sdn. Bhd.
9,295
7,753
5,982
Panasonic Financial Centre (Malaysia) Sdn. Bhd.
4,898
4,118
1,303
317
2,054
1,809
52,367
39,174
34,109
Panasonic Procurement Malaysia Sdn. Bhd.
6,451
4,823
4,042
Panasonic A. P. Sales (Thailand) Co., Ltd.
1,319
493
447
Other related companies
Amount due to:
Panasonic Vietnam Co., Ltd.
596
28
0
Panasonic Asia Pacific Pte. Ltd.
356
212
444
Panasonic Management Malaysia Sdn. Bhd.
2
204
35
Panasonic Industrial Devices Singapore Pte. Ltd.
0
133
81
Panasonic Electric Works Co., Ltd.
0
0
357
Panasonic Environmental Systems & Engineering Co., Ltd.
0
15
130
Other related companies
146
127
207
8,870
6,035
5,743
(e) Key management personnel compensation
Key management personnel are defined as those persons having authority and responsibility for planning, directing
and controlling the activities of the Company either directly or indirectly. The key management personnel of the
Company are members of senior management.
The aggregate amounts of remuneration received or receivable by Directors and other members of key management
personnel of the Company during the financial year are as follows:
Combined Entity and Company
2013
RM’000
Directors’ fees and meeting allowance
Salaries, allowance, bonus and other remuneration
Defined contribution retirement plan
2012
RM’000
299
286
11,230
11,643
525
556
12,054
12,485
The estimated monetary value of benefits provided to Directors and other members of key management personnel
during the financial year amounted to RM652,000 (2012: RM665,000).
Included in key management personnel compensation is the Directors’ remuneration as disclosed in Note 6 to the
financial statements.
76
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
23 OPERATING LEASES
The future minimum lease payments under non-cancellable operating leases are as follows:
Combined Entity and Company
2013
RM’000
2012
RM’000
Not later than 1 year
24
29
Later than 1 year and not later than 5 years
26
48
50
77
24 COMMITMENTS FOR CAPITAL EXPENDITURE
Combined Entity and Company
2013
RM’000
2012
RM’000
4,897
4,646
0
566
4,897
5,212
4,897
5,212
Approved by the Board but not provided for in the financial statements:
Contracted
Not contracted
Analysed as follows:
- Property, plant and equipment
25 FINANCIAL INSTRUMENTS BY CATEGORY
Note
Loans and
receivables
Assets at
fair value
through
profit or
loss
Total
RM’000
RM’000
RM’000
75,656
0
75,656
Combined Entity and Company
31 March 2013
Assets as per statement of financial position
Trade and other receivables excluding prepayments
1
0
150
150
Cash and cash equivalents
500,376
0
500,376
Total
576,032
150
576,182
Derivative financial instruments
Annual Report 2013
77
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
25 FINANCIAL INSTRUMENTS BY CATEGORY (Cont’d)
Note
Liabilities at
fair value
through
profit or loss
Other
financial
liabilities at
amortised
cost
Total
RM’000
RM’000
RM’000
0
127,040
127,040
Combined Entity and Company
31 March 2013
Liabilities as per statement of financial position
Trade and other payables excluding statutory liabilities
2
Derivative financial instruments
521
0
521
Total
521
127,040
127,561
Loans and
receivables
Assets at
fair value
through
profit or
loss
Total
RM’000
RM’000
RM’000
52,193
0
52,193
Note
Combined Entity and Company
31 March 2012
Assets as per statement of financial position
Trade and other receivables excluding prepayments
1
Derivative financial instruments
0
662
662
Cash and cash equivalents
470,402
0
470,402
Total
522,595
662
523,257
Liabilities at
fair value
through
profit or loss
Other
financial
liabilities at
amortised
cost
Total
RM’000
RM’000
RM’000
Note
Combined Entity and Company
31 March 2012
Liabilities as per statement of financial position
Trade and other payables excluding statutory liabilities
0
98,256
98,256
Derivative financial instruments
2
546
0
546
Total
546
98,256
98,802
78
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
25 FINANCIAL INSTRUMENTS BY CATEGORY (Cont’d)
Note
Loans and
receivables
Assets at
fair value
through
profit or
loss
Total
RM’000
RM’000
RM’000
52,854
0
52,854
Combined Entity and Company
1 April 2011
Assets as per statement of financial position
Trade and other receivables excluding prepayments
1
Derivative financial instruments
0
1,184
1,184
Cash and cash equivalents
500,938
0
500,938
Total
553,792
1,184
554,976
Liabilities at
fair value
through
profit or loss
Other
financial
liabilities at
amortised
cost
Total
RM’000
RM’000
RM’000
0
114,283
114,283
Derivative financial instruments
14
0
14
Total
14
114,283
114,297
Note
Combined Entity and Company
1 April 2011
Liabilities as per statement of financial position
Trade and other payables excluding statutory liabilities
2
Notes:
1Prepayments are excluded from the trade and other receivables balance, as this analysis is required only for financial
instruments.
2Statutory liabilities are excluded from the trade payables balance, as this analysis is required only for financial
instruments.
Annual Report 2013
79
Notes to the Financial Statements
for the financial year ended 31 MARCH 2013
26 SUPPLEMENTARY INFORMATION DISCLOSED PURSUANT TO BURSA MALAYSIA SECURITIES
BERHAD LISTING REQUIREMENTS
The following analysis of realised and unrealised retained profits at the legal entity level is prepared in accordance with
the Guidance on Special Matter No.1 – Determination of Realised and Unrealised Profits or Losses in the Context of
Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of
Accountants. This disclosure is based on the format prescribed by Bursa Malaysia Securities Berhad.
Combined Entity
Company
2013
RM’000
2012
RM’000
2013
RM’000
2012
RM’000
477,146
460,072
477,146
460,072
Total retained earnings of Company:
- Realised
- Unrealised
(626)
(2,097)
476,520
457,975
134,272
131,815
(626)
(2,097)
476,520
457,975
Total share of retained earnings from associated
company:
- Realised
- Unrealised
Total retained earnings as per financial statements
(3,403)
607,389
(2,824)
586,966
0
0
0
0
476,520
457,975
The disclosure of realised and unrealised profits above is solely for compliance with the directive issued by the Bursa
Malaysia Securities Berhad and should not be applied for any other purposes.
80
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statement by Directors
pursuant to SECTION 169(15) OF THE COMPANIES ACT, 1965
We, Tan Sri Datuk Asmat bin Kamaludin and Masahiko Yamaguchi, being two of the Directors of Panasonic Manufacturing
Malaysia Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 36 to 79 are
properly drawn up in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting Standards
and the provisions of the Companies Act, 1965 so as to give a true and fair view of the financial position of the Combined Entity
and the Company as at 31 March 2013 and of their financial performance and cash flows for the year then ended.
The information set out in Note 26 to the financial statements have been compiled in accordance with the Guidance of Special
Matter No.1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, issued by the Malaysia Institute of Accountants.
In accordance with a resolution of the Board of Directors dated 30 May 2013.
TAN SRI DATUK ASMAT BIN KAMALUDIN
DIRECTOR
MASAHIKO YAMAGUCHI
DIRECTOR
Statutory Declaration
pursuant to SECTION 169(16) OF THE COMPANIES ACT, 1965
I, Takayuki Tadano, the Director primarily responsible for the financial management of Panasonic Manufacturing Malaysia
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 36 to 79 are, in my opinion, correct
and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory
Declarations Act, 1960.
TAKAYUKI TADANO
Subscribed and solemnly declared by the abovenamed Takayuki Tadano at
in Malaysia on 30 May 2013.
Before me,
COMMISSIONER FOR OATHS
Annual Report 2013
81
Independent Auditors’ Report
TO THE MEMBERS OF PANASONIC MANUFACTURING MALAYSIA BERHAD
(Incorporated in Malaysia) (Company No. 6100 K)
REPORT ON THE FINANCIAL STATEMENTS
We have audited the financial statements of Panasonic Manufacturing Malaysia Berhad on pages 36 to 78 which comprise the
statements of financial position as at 31 March 2013 of the Company and its associated company (“Combined Entity”) and of
the Company, and the statements of comprehensive income, the statements of changes in equity and the statements of cash
flows of the Combined Entity and of the Company for the financial year then ended, and a summary of significant accounting
policies and other explanatory notes, as set out in the Summary of Significant Accounting Policies Notes 1 to 25.
Directors’ Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in
accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of
the Companies Act, 1965, and for such internal control as the Directors determine are necessary to enable the preparation of
financial statements that are free from material misstatements, whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s
preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Malaysian Financial Reporting
Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 so as to give a true
and fair view of the financial positions of the Combined Entity and of the Company as of 31 March 2013 and of their financial
performance and cash flows for the financial year then ended.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report that, in our opinion, the accounting
and other records and the registers required by the Act to be kept by the Company have been properly kept in accordance
with the provisions of the Act.
OTHER REPORTING RESPONSIBILITIES
The supplementary information set out in Note 26 on page 79 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad and is not part of the financial statements. The Directors are responsible for the preparation of the supplementary
information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or
Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the
supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa
Malaysia Securities Berhad.
82
Panasonic Manufacturing Malaysia Berhad (6100-K)
Independent Auditors’ Report
TO THE MEMBERS OF PANASONIC MANUFACTURING MALAYSIA BERHAD
(Incorporated in Malaysia) (Company No. 6100 K)
OTHER MATTERS
1.As stated in Note A to the financial statements, Panasonic Manufacturing Malaysia Berhad adopted Malaysian Financial
Reporting Standards on 1 April 2012 with a transition date of 1 April 2011. These standards were applied retrospectively
by Directors to the comparative information in these financial statements, including the statements of financial position as
at 31 March 2012 and 1 April 2011, and the statements of comprehensive income, the statements of changes in equity
and the statements of cash flows for the year ended 31 March 2012 and related disclosures. We were not engaged to
report on the restated comparative information and it is unaudited. Our responsibilities as part of our audit of the financial
statements of the Combined Entity and of the Company for the financial year ended 31 March 2013 have, in these
circumstances, included obtaining sufficient appropriate audit evidence that the opening balances as at 1 April 2012 do
not contain misstatements that materially affect the financial position as of 31 March 2013 and financial performance and
cash flows for the financial year then ended.
2.This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies
Act 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of
this report.
PRICEWATERHOUSECOOPERS
LEE TUCK HENG
(No. AF: 1146)
(No. 2092/09/14 (J))
Chartered AccountantsChartered Accountant
Kuala Lumpur
30 May 2013
Annual Report 2013
83
List of Properties
Owned by the Company
Location
No. 3 Jalan Sesiku 15/2
Section 15
Shah Alam Industrial Site
40200 Shah Alam
Selangor Darul Ehsan
Description
Land Area
(Acres)
Tenure
Land
14.4
Leasehold,
99 years
92 years
84 years
(Expires in the
year 2065)
Date of
Acquisition
6-Jul-1966
25-Jun-1973
29-Sep-1981
Factory and
administrative
office
No. 9 Jalan Pelabur 23/1
Section 23
40300 Shah Alam
Selangor Darul Ehsan
Land
Factory and
administrative
office
Approximate
Age of
Buildings
(Years)
161
51
243
4 - 47
17.1
Leasehold,
99 years
(Expires in the
year 2090)
Net Book
Value
(RM’000)
11-Apr-1991
5,565
5,871
1 - 22
3,426
84
Panasonic Manufacturing Malaysia Berhad (6100-K)
Statistics on Shareholdings
as at 28 june 2013
SHARE CAPITAL
Authorised Capital
Issued and Fully Paid-up Capital
Class of Shares
Voting Rights
:RM100,000,000.00
:RM60,745,780.00
:Ordinary Shares of RM1.00 each
: 1 vote per ordinary share
ANALYSIS OF SHAREHOLDINGS
Size of Shareholdings
No. of
Shareholders
% of
Shareholders
No. of
Shares
% of Issued
Share Capital
701
17.01
16,964
0.03
Less than 100
100 - 1,000
1,777
43.11
987,884
1.63
1,001 - 10,000
1,370
33.24
4,379,403
7.21
10,001 - 100,000
100,001 to 3,037,288 (less than 5% of issued shares)
3,037,289 and above (5% and above of issued shares)
Total
231
5.60
6,570,683
10.81
40
0.97
11,745,329
19.34
3
0.07
37,045,517
60.98
4,122
100.00
60,745,780
100.00
DIRECTORS’ SHAREHOLDINGS
No. of Shares
No. Name of Directors
Direct
Interest
%
Deemed
Interest
%
-
-
2,000*
Negligible
3,345
Negligible
-
-
In the Company
1
Chen Ah Huat
In the ultimate holding company, Panasonic Corporation
2
Masahiko Yamaguchi
* Deemed interest by virtue of spouse’s direct interest.
Save as disclosed above, none of the other Directors of the Company has any interest, direct or indirect, in shares of the Company
and its related corporations.
SUBSTANTIAL SHAREHOLDERS
No. of Shares
No.
Name of Substantial Shareholders
Direct
Interest
%
Deemed
Interest
%
28,823,871
47.45
-
-
4,598,446
7.57
-
-
1
Panasonic Management Malaysia Sdn. Bhd.
2
Employees Provident Fund Board
3
Panasonic Corporation
- -
28,823,871
47.45
4
Panasonic Holding (Netherlands) B.V. -
-
28,823,871
47.45
5
Panasonic Asia Pacific Pte. Ltd.
6
Kumpulan Wang Persaraan (Diperbadankan)
7
-
-
28,823,871
47.45
2,157,200
3.55
1,466,000
2.41
Aberdeen Asset Management PLC
-
-
8,834,300
14.54
8
Aberdeen Asset Management Asia Limited
-
-
3,080,800
5.07
9
Aberdeen Asset Management Sdn. Bhd.
-
-
3,085,800
5.08
10
Mitsubishi UFJ Financial Group, Inc.
-
-
6,184,500
10.18
Annual Report 2013
85
Statistics on Shareholdings
as at 28 june 2013
30 LARGEST SHAREHOLDERS
No.
Name of Shareholders
1
2
3
4
5
6
7
8
9
10
11
12
13
14
PANASONIC MANAGEMENT MALAYSIA SDN. BHD.
CITIGROUP NOMINEES (TEMPATAN) SDN. BHD.
EMPLOYEES PROVIDENT FUND BOARD
HSBC NOMINEES (ASING) SDN. BHD.
BNP PARIBAS SECS SVS LUX FOR ABERDEEN GLOBAL
KUMPULAN WANG PERSARAAN (DIPERBADANKAN)
CITIGROUP NOMINEES (TEMPATAN) SDN. BHD.
KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (ABERDEEN)
CITIGROUP NOMINEES (TEMPATAN) SDN. BHD.
EMPLOYEES PROVIDENT FUND BOARD (ABERDEEN)
CHINCHOO INVESTMENT SDN. BERHAD
UOB KAY HIAN NOMINEES (ASING) SDN. BHD.
EXEMPT AN FOR UOB KAY HIAN PTE LTD ( A/C CLIENTS )
CITIGROUP NOMINEES (ASING) SDN. BHD.
EXEMPT AN FOR OCBC SECURITIES PRIVATE LIMITED (CLIENT A/C-NR)
TAN KAH LAY
HSBC NOMINEES (ASING) SDN. BHD.
EXEMPT AN FOR BNP PARIBAS SECURITIES SERVICES (SINGAPORE - SGD)
CITIGROUP NOMINEES (ASING) SDN. BHD.
CBNY FOR DIMENSIONAL EMERGING MARKETS VALUE FUND
MAYOON SDN. BHD.
AMSEC NOMINEES (TEMPATAN) SDN. BHD.
ABERDEEN ASSET MANAGEMENT SDN. BHD. FOR TENAGA NASIONAL BERHAD
RETIREMENT BENEFIT TRUST FUND (FM-ABERDEEN)
SHEN & SONS SDN. BHD.
AMSEC NOMINEES (ASING) SDN. BHD.
AMFRASER SECURITIES PTE LTD FOR YEO GEOK CHOO (19003)
CHONG SHEE JAN
AMSEC NOMINEES (ASING) SDN. BHD.
AMFRASER SECURITIES PTE LTD FOR TAI TAK SECURITIES PTE. LTD. (1442)
HSBC NOMINEES (TEMPATAN) SDN. BHD.
HSBC (M) TRUSTEE BHD FOR MAAKL AL-FAUZAN (5170)
TAN KAH GHIE MARY @ TAN KAH GHEE MARY
DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD
DEUTSCHE TRUSTEES MALAYSIA BERHAD FOR HONG LEONG GROWTH FUND
HO HAN SENG
LAI YAN YONG
CITIGROUP NOMINEES (TEMPATAN) SDN. BHD.
KUMPULAN WANG PERSARAAN (DIPERBADANKAN) (I-VCAP)
AMSEC NOMINEES (ASING) SDN. BHD.
AMFRASER SECURITIES PTE. LTD. FOR YEO KOK GEE (19359)
AMSEC NOMINEES (TEMPATAN) SDN. BHD.
AMFRASER SECURITIES PTE. LTD. FOR CHONG KAH LIN (1855)
AMSEC NOMINEES (TEMPATAN) SDN. BHD.
AMFRASER SECURITIES PTE. LTD. FOR CHONG KAH MIN (1835)
UOBM NOMINEES (ASING) SDN. BHD.
UNITED OVERSEAS BANK NOMINEES (PTE.) LTD. FOR TEO POH LIAN PRIVATE
LIMITED (16458277-A44)
CITIGROUP NOMINEES (ASING) SDN. BHD.
CBNY FOR DFA EMERGING MARKETS SMALL CAP SERIES
DB (MALAYSIA) NOMINEE (TEMPATAN) SENDIRIAN BERHAD
DEUTSCHE TRUSTEES MALAYSIA BERHAD FOR HONG LEONG PENNY STOCKFUND
Total
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
No. of Shares
%
28,823,871
3,334,946
47.45
5.49
2,553,000
4.20
2,157,200
1,281,300
3.55
2.11
1,263,500
2.08
1,259,748
841,764
2.07
1.39
661,927
1.09
510,000
431,000
0.84
0.71
383,380
0.63
320,000
295,000
0.53
0.49
272,000
241,538
216,641
209,000
0.45
0.40
0.36
0.34
206,000
0.34
204,800
200,000
0.34
0.33
200,000
185,000
184,700
184,478
158,600
157,920
157,422
0.33
0.30
0.30
0.30
0.26
0.26
0.26
157,184
155,000
47,206,919
0.26
0.26
77.71
86
Panasonic Manufacturing Malaysia Berhad (6100-K)
History of Dividend Payment
Financial
Year /
Period
Paid-Up
Capital
(RM)
Interim
Cash Dividend Rate
Final
Stock
Total
Special Dividend Dividend
Rate
Rate
Gross Cash
Dividend
(RM)
Interim
3 / 2013
60,745,780
15%
35%
138%
-
3 / 2012
60,745,780
15%
35%
70%
-
3 / 2011
60,745,780
15%
35%
95%
3 / 2010
60,745,780
15%
35%
3 / 2009
60,745,780
15%
35%
3 / 2008
60,745,780
15%
3 / 2007
60,745,780
3 / 2006
Final
Special
Taxation
Amount
(RM)
Net Cash
Dividend
(RM)
188%
114,202,066
25%
25%
25%
28,550,516
85,651,550
120%
72,894,936
25%
25%
25%
18,223,734
54,671,202
-
145%
88,081,381
25%
25%
25%
22,020,345
66,061,036
70%
-
120%
72,894,936
25%
25%
25%
18,223,734
54,671,202
55%
-
105%
63,783,069
25%
25%
25%
15,945,767
47,837,302
35%
65%
-
115%
69,857,647
T/E
25%
25%
15,186,445
54,671,202
15%
35%
65%
-
115%
69,857,647
T/E
T/E
T/E
T/E
69,857,647
60,745,780
15%
35%
65%
-
115%
69,857,647
28%
T/E
T/E
2,551,323
67,306,324
3 / 2005
60,745,780
15%
35%
150%
-
200%
121,491,560
28%
28%
28%
34,017,637
87,473,923
3 / 2004
60,745,780
15%
35%
10%
-
60%
36,447,468
28%
28%
28%
10,205,291
26,242,177
3 / 2003
60,745,780
10%
40%
-
70%
120%
30,372,890
28%
28%
-
8,504,409
21,868,481
3 / 2002
35,732,812
15%
35%
-
-
50%
17,866,406
28%
28%
-
5,002,593
12,863,813
3 / 2001
35,732,812
15%
35%
-
-
50%
17,866,406
T/E
28%
-
3,501,815
14,364,591
3 / 2000
35,732,812
15%
35%
-
-
50%
17,866,406
T/E
T/E
-
T/E
17,866,406
3 / 1999
35,732,812
15%
35%
-
-
50%
17,866,406
28%
T/E
-
1,500,778
16,365,628
3 / 1998
35,732,812
15%
35%
-
10%
60%
17,866,406
28%
28%
-
5,002,593
12,863,813
3 / 1997
32,484,375
10%
40%
20%
70%
22,739,063
30%
30%
30%
6,821,719
15,917,344
3 / 1996
32,484,375
10%
40%
-
50%
16,242,188
30%
30%
-
4,872,656
11,369,532
-
Tax Rate
3 / 1995
32,484,375
10%
30%
-
-
40%
12,993,750
30%
30%
-
3,898,125
9,095,625
3 / 1994
32,484,375
10%
30%
-
-
40%
12,993,750
32%
32%
-
4,158,000
8,835,750
3 / 1993
32,484,375
10%
30%
-
50%
90%
12,993,750
34%
34%
-
4,417,875
8,575,875
3 / 1992
21,656,250
-
40%
-
-
40%
8,662,500
-
35%
-
3,031,875
5,630,625
3 / 1991
21,656,250
-
40%
-
-
40%
8,662,500
-
35%
-
3,031,875
5,630,625
3 / 1990
21,656,250
-
35%
-
-
35%
7,579,688
-
35%
-
2,652,891
4,926,797
3 / 1989
21,656,250
-
25%
-
-
25%
5,414,063
-
35%
-
1,894,922
3,519,141
3 / 1988
21,656,250
-
25%
-
-
25%
5,414,063
-
40%
-
2,165,625
3,248,438
3 / 1987
21,656,250
-
25%
-
10%
35%
5,414,063
-
40%
-
2,165,625
3,248,438
12 / 1985
19,687,500
-
25%
-
25%
4,921,875
-
40%
-
1,968,750
2,953,125
12 / 1984
19,687,500
-
35%
-
35%
6,890,625
-
40%
-
2,756,250
4,134,375
-
12 / 1983
19,687,500
-
35%
-
-
35%
6,890,625
-
40%
-
2,756,250
4,134,375
12 / 1982
19,687,500
-
20%
-
50%
70%
3,937,500
-
40%
-
1,575,000
2,362,500
12 / 1981
13,125,000
-
20%
-
20%
2,625,000
-
40%
-
1,050,000
1,575,000
12 / 1980
13,125,000
-
20%
-
45%
2,625,000
-
40%
-
1,050,000
1,575,000
12 / 1979
10,500,000
-
20%
-
20%
2,100,000
-
40%
-
840,000
1,260,000
12 / 1978
10,500,000
-
20%
-
-
20%
2,100,000
-
40%
-
840,000
1,260,000
12 / 1977
10,500,000
-
20%
-
-
20%
2,100,000
-
40%
-
840,000
1,260,000
12 / 1976
10,500,000
-
15%
5%
-
20%
2,100,000
-
40%
40%
840,000
1,260,000
12 / 1975
10,500,000
-
15%
-
200%
215%
1,575,000
-
40%
-
630,000
945,000
12 / 1974
3,000,000
-
15%
-
15%
450,000
-
40%
-
180,000
270,000
12 / 1973
3,000,000
-
15%
-
-
15%
450,000
-
40%
-
180,000
270,000
12 / 1972
3,000,000
-
12%
5%
-
17%
510,000
-
T/E
40%
60,000
450,000
12 / 1971
3,000,000
-
12%
-
-
12%
360,000
-
T/E
-
T/E
360,000
12 / 1970
3,000,000
-
12%
-
-
12%
360,000
-
T/E
-
T/E
360,000
12 / 1969
3,000,000
-
10%
-
-
10%
300,000
-
T/E
-
T/E
300,000
12 / 1968
3,000,000
-
0%
-
-
0%
-
-
-
-
-
-
12 / 1967
3,000,000
-
0%
-
-
0%
-
-
-
-
-
-
12 / 1966
3,000,000
-
0%
-
-
0%
-
-
-
-
-
-
243,114,417
815,363,862
Total (Since Date of Incorporation)
T/E - Tax-exempt
25%
1,058,478,280
Annual Report 2013
87
Notice of 48th
Annual General Meeting
NOTICE IS HEREBY GIVEN that the 48th Annual General Meeting of the Company will be held at No. 3 Jalan Sesiku 15/2,
Section 15, Shah Alam Industrial Site, 40200 Shah Alam, Selangor Darul Ehsan on Thursday, 29 August 2013 at 10.30 a.m. to
transact the following business:
AGENDA
As Ordinary Business:
1.
To receive the Statutory Financial Statements for the financial year ended 31 March 2013 together with
the Reports of the Directors and Auditors thereon.
(Resolution 1)
2.
To declare a final dividend of 35 sen per ordinary share of RM1.00 each and a special dividend of 138 sen
per ordinary share of RM1.00 each less 25% income tax for the financial year ended 31 March 2013.
(Resolution 2)
3.
To re-elect the following Directors who are retiring in accordance with Article 97 of the Company’s
Articles of Association:
a. Tan Sri Datuk Asmat bin Kamaludin
b. Masahiko Yamaguchi
c. Datuk Supperamaniam a/l Manickam
(Resolution 3)
(Resolution 4)
(Resolution 5)
4.
To re-elect Mr Yosuke Matsunaga, the Director retiring in accordance with Article 102 of the Company’s
Articles of Association:
(Resolution 6)
5.
To approve the payment of Directors’ fees not exceeding RM285,000.00 in respect of the financial year
ending 31 March 2013.
(Resolution 7)
6.
To re-appoint Messrs. PricewaterhouseCoopers as Auditors of the Company and to authorise the
Directors to fix their remuneration
(Resolution 8)
As Special Business:
7.
To consider and if thought fit, to pass the following resolution as Ordinary Resolution:
Re-appointment of Director
“THAT pursuant to Section 129(6) of the Companies Act, 1965, Raja Dato’ Seri Abdul Aziz bin Raja
Salim be and is hereby re-appointed as a Director of the Company to continue in office until the next
Annual General Meeting of the Company.”
8.
(Resolution 9)
To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions:
Proposed Renewal of Existing Shareholders’ Mandate and Proposed New Shareholders’
Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
“THAT subject always to the Listing Requirements of Bursa Malaysia Securities Berhad, approval
be and is hereby given to the Company to renew the existing shareholders’ mandate and to grant
new shareholders’ mandate for recurrent related party transactions of a revenue or trading nature
(“Proposed Shareholders’ Mandate”) for the Company to enter into the following recurrent related party
transactions:
(i)Sales of products, purchase of parts, components, raw materials, purchase of equipment,
promotion expenses, warranty claims and service expenses with those related parties as specified
in Sections 2.2(a)(i) to 2.2(a)(iii) of the Circular to Shareholders dated 7 August 2013.
(Resolution 10)
(ii)Payment of fees to those related parties as specified in Section 2.2(a)(iv) and receipt of fees from
those related parties as specified in Sections 2.2(a)(v) of the Circular to Shareholders dated 7
August 2013.
(Resolution 11)
(iii)Placement of cash deposits and other treasury services with Panasonic Financial Centre (Malaysia)
Sdn Bhd as specified in Section 2.2(a)(vi) of the Circular to Shareholders dated 7 August 2013.
(Resolution 12)
88
Panasonic Manufacturing Malaysia Berhad (6100-K)
Notice of 48th Annual General Meeting
THAT the Proposed Shareholders’ Mandate is subject to the following:
(a) the transactions are in the ordinary course of business and are on terms not more favourable to the
related parties than those generally available to the public;
(b) disclosure is made in the Annual Report of the aggregate value of transactions conducted pursuant
to the Proposed Shareholders’ Mandate during the financial year where the aggregate value is
equal to or exceeds the applicable prescribed threshold under the Listing Requirements and/or the
relevant Practice Notes; and
(c) annual renewal and such approval shall, unless revoked or varied by the Company in a general
meeting, continue in force until the conclusion of the next Annual General Meeting of the Company
or the expiration of the period within which the next Annual General Meeting is to be held pursuant
to Section 143(1) of the Companies Act, 1965 (but shall not extend to such extension as may be
allowed pursuant to Section 143(2) of the Companies Act, 1965), whichever is earlier.
AND THAT the Directors be and are hereby authorised to complete and execute all such acts and
things (including such documents as may be required) to give effect to the transactions contemplated
and/or authorised by these Ordinary Resolutions.”
Notice of Dividend Entitlement
NOTICE IS HEREBY GIVEN that a final gross dividend of 35 sen per ordinary share of RM1.00 and a special gross dividend of
138 sen per ordinary share of RM1.00 each less 25% income tax for the financial year ended 31 March 2013, will be paid on
20 September 2013 to depositors registered in the Record of Depositors and Register of Members at the close of business on
9 September 2013.
A Depositor shall qualify for entitlement to the dividend only in respect of:
(a)Shares deposited into the Depositor’s Securities Account before 4.00 p.m. on 9 September 2013 in respect of transfers.
(b)Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
By Order of the Board
Leong Oi Wah (MAICSA 7023802)
Company Secretary
Shah Alam
7 August 2013
Annual Report 2013
89
Notice of 48th Annual General Meeting
Notes:
1.A Member entitled to attend and vote is entitled to appoint 1 proxy but not more than 2 proxies to attend and vote instead
of him and the Member shall specify the proportion of his shareholdings to be represented by each proxy. A proxy need
not be a Member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to
the Company. When a Member is an exempt authorized nominee, there is no limit to the number of proxies which it may
appoint.
2.The instrument appointing a proxy or proxies in the case of an individual shall be signed by the appointer or by his attorney
and in the case of a corporation, the instrument appointing a proxy or proxies must be under Common Seal or under the
hand of the officer or attorney duly authorised.
3.The instrument appointing a proxy or proxies must be deposited at Symphony Share Registrars Sdn Bhd, Level 6,
Symphony House, Block D13 Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not
less than 48 hours before the holding of the meeting or any adjournment thereof.
4.Explanatory Note to Special Business:
Resolution 9
The proposed resolution 9 in relation to re-appointment of Raja Dato’ Seri Abdul Aziz bin Raja Salim, if passed, will enable
him to continue in office as a director until the conclusion of the next Annual General Meeting of the Company.
Resolutions 10 to 12
Please refer to the Circular to Shareholders dated 7 August 2013 for further information.
5. Depositors who appear in the Record of Depositors as at 22 August 2013 shall be regarded as Member of the Company
entitled to attend the 48th Annual General Meeting or appoint a proxy to attend and vote on his behalf.
This page has been intentionally left blank.
Form of Proxy
Panasonic Manufacturing Malaysia Berhad (6100-K)
(Incorporated in Malaysia)
CDS Account No. No. of Shares Held
I/We,
*NRIC No./Company No./Passport No.
of
being a Member of
Panasonic Manufacturing Malaysia Berhad hereby appoint
of
*and/or failing him/her
of
or failing him/her *the Chairman of the Meeting as my/our proxy/proxies to vote on my/our behalf at the 48th Annual General
Meeting of the Company to be held at No. 3 Jalan Sesiku 15/2, Section 15, Shah Alam Industrial Site, 40200 Shah Alam, Selangor
Darul Ehsan on Thursday, 29 August 2013 at 10.30 a.m. and at any adjournment thereof. My/our proxy/proxies is/are to vote as
indicated below:
Resolutions Ordinary Business
1.
Receipt of the Statutory Financial Statements.
2.
Declaration of a final dividend of RM1.73 per ordinary share per ordinary share less 25%
income tax.
3.
Re-election of Tan Sri Datuk Asmat bin Kamaludin.
4.
Re-election of Masahiko Yamaguchi.
5.
Re-election of Datuk Supperamaniam a/l Manickam.
6.
Re-election of Yosuke Matsunaga.
7.
Approval of the payment of Directors’ fees.
8.
Re-appointment of Messrs. PricewaterhouseCoopers as Auditors.
Special Business
9.
Ordinary Resolution: Re-appointment of Raja Dato’ Seri Abdul Aziz bin Raja Salim as Director.
10.
Ordinary Resolution: Approval of Recurrent Related Party Transactions (“RRPT”) - Sales of
products, purchase of parts, components, raw materials, purchase of equipment, promotion
expenses, warranty claims and service expenses.
11.
Ordinary Resolution: Approval of RRPT - Payment and receipt of fees.
12.
Ordinary Resolution: Approval of RRPT - Placement of cash deposits and other treasury services.
For
Against
(Please indicate with an “X” in the appropriate box against the resolutions on how you wish your proxy to vote. If no instruction is
given, this form will be taken to authorise the proxy to vote at his/her discretion.)
The proportion of my/our shareholding to be represented by my/our proxy/proxies is as follows:
First named proxy
Second named proxy
%
%
100%
In case of a vote taken by show of hands, the first named proxy shall vote on my/our behalf.
Signed this
day of
2013
Signature / Common Seal of Shareholder
Notes:
1.A Member entitled to attend and vote is entitled to appoint 1 proxy but not more than 2 proxies to attend and vote instead of him and the Member
shall specify the proportion of his shareholdings to be represented by each proxy. A proxy need not be a Member of the Company and the provisions
of Section 149(1)(b) of the Act shall not apply to the Company. When a Member is an exempt authorized nominee, there is no limit to the number of
proxies which it may appoint.
2.The instrument appointing a proxy or proxies in the case of an individual shall be signed by the appointer or by his attorney and in the case of a
corporation, the instrument appointing a proxy or proxies must be under Common Seal or under the hand of the officer or attorney duly authorised.
3.The instrument appointing a proxy or proxies must be deposited at Symphony Share Registrars Sdn Bhd, Level 6 Symphony House, Block D13,
Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the holding of the meeting or
any adjournment thereof.
4. Depositors who appear in the Record of Depositors as at 22 August 2013 shall be regarded as Member of the Company entitled to attend the 48th
Annual General Meeting or appoint a proxy to attend and vote on his behalf.
* Strike out whichever is not applicable.
1st fold here
Affix Stamp
The Share Registrars
Panasonic Manufacturing Malaysia Berhad
Symphony Share Registrars Sdn Bhd
Level 6, Symphony House
Block D13, Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor Darul Ehsan
Then fold here
Panasonic Manufacturing Malaysia Berhad (6100-K)
No. 3, Jalan Sesiku 15/2, Section 15, Shah Alam Industrial Site,
40200 Shah Alam, Selangor Darul Ehsan, Malaysia.
Tel
: +603-5891 5000
Fax
: +603-5891 5101
Email
: ir.pmma@my.panasonic.com
Website : pmma.panasonic.com.my